Before you list your item, you need to find out if your item is allowed on and if the type of item is subject to certain restrictions to avoid potential issues with your listing. As a seller, you are ultimately responsible for making sure that selling an item is legal in the eyes of the law.
List of prohibited and restricted items
Following are list of prohibited and restricted items:
Any product, goods or services which are not / not related to medical equipment and related spare parts and accessories. Primedeq shall reserve the right to decide as to whether a particular goods, product or service falls under the above mentioned criteria or not.
Any medical equipment spare parts or accessories not conforming to the medical devices or equipment policy detailed below.
Illustrative list of prohibited and restricted items are:
Alcohol (see also Wine)
Animals and Wildlife Products - examples include live animals, mounted specimens, and ivory
Brand Name Misuse
Catalogue and URL Sales
Compilation and Informational Media
Counterfeit Currency and Stamps
Electronic Surveillance Equipment
Embargoed Goods and Prohibited Countries
Firearms, Ammunition, Militaria, Weapons and Knives
Fireworks, Explosives and Explosive Substances:
Games Software: Sony, Sega, and Nintendo
Government IDs and Licenses
Hazardous, Restricted, and Regulated items
Human Parts and Remains
Importation of Goods - examples include CDs that were intended only for distribution in a certain country
Items Encouraging Illegal Activity – examples include an eBook describing how to create methamphetamine
Offensive Material - examples include ethnically or racially offensive material
Police, Army, Navy and Air force Related Items
Replica and Counterfeit Items
Stocks and Other Securities
Weapons & Knives
Medical devices policy
The sale of medical devices is highly regulated by the government because of potential dangers and associated health risks with the use of such devices.
Sellers may not list medical devices on the Website that require government authorization for distribution to third parties.
Further, Primedeq requires sellers of medical devices to not be in violation with each of the following, when listing such items on the Website:
Sellers must handle all medical devices in accordance with the manufacturer's instructions before posting. Sellers may not list any medical device that has been altered in any way that significantly changes the product's performance or safety specifications.
By listing in this category, sellers certify that he / they are authorized to sell and will comply with applicable laws to the sales of professional medical devices specifically the provisions of Drugs and Cosmetics Act, 1940.
Radiology items not approved by AERB
RULES AND POLICIES
Rules and policies for Everyone
There are rules that all the website members, both buyers and sellers, need to know and follow.
The Website members cannot:
Interfere with the Website;
use profanity on the Website;
infringe on Primedeq’s intellectual property;
create a new account or buy and sell on other existing accounts to avoid restrictions or limits; or
make offers to buy or sell outside of the Website of products listed on the Website.
Continuous misuse of leads generated through the Website. ‘Continuous misuse of leads’ includes obtaining initial customer information from the Website and concluding the transaction in a platform or medium other than the website and such attempt or circumvention carries on a period of atleast 3 months. In deciding with there is ‘continuous misuse of leads’ or not in a given, the decision of Primedeq shall be final and binding.
Must be at least 18 years old;
cannot misrepresent their identities;
must always provide valid and complete contact information and must always have a valid email address;
cannot publish the contact information of other members in an online public area; and
must choose their User ID according to the Website rules.
The Website members cannot misuse the the Website email forwarding system, send unsolicited email (spam) or email threats to other members.
Primedeq Employees are bound by all Primedeq policies and need to identify themselves as Primedeq employees when they bid, list an item or submit content to the Website.
Rules and policies for sellers
There are rules that all the sellers in the Website, need to know and follow:
Rules about Prohibited and Restricted Items – What items can and cannot be listed as per Annexure A below;
Rules about Intellectual Property – Items and listings that have the potential of violating certain copyrights, trademarks, or other rights. Please refer to user agreement for detailed policy on intellectual property;
Rules for Accepted Payments - Forms of payment that sellers may accept from buyers as described in Paragraph 46;
Seller Non-performance – Sellers cannot fail to deliver an item for which payment was accepted, significantly misrepresent an item by not meeting the terms and item description outlined in the listing, or refuse to accept payment for an item at the end of a successful sale;
Shill Bidding – Sellers must not bid on their own item, or have family members, associated enterprises or group entities or employees bid on their item;
Tax Policy – Sellers must pay relevant fees and taxes;
Chance listings – Primedeq does not allow listings that sell an opportunity to win an item or prize either by chance or in connection with a skill contest.
When policy violations occur, Primedeq emails the seller, as well as bidders, that a listing has been ended. You may contact Primedeq to report violations by using the “Report” or “Contact Us” links found on most policy pages.
bid on an item when they do not meet the buyer’s terms as outlined in the item listing, or bid or buy with the intention of disrupting a listing. This is known as unwelcome and malicious buying; and
engage in shill bidding to artificially increase an item’s price or apparent desirability. Bidders on an item must be wholly independent from the buyer of that item.
Rules and policies for buyers
commit to purchasing an item (either by winning the item or buying an item) without paying;
bid with no serious intention of buying.;
misuse the bid retraction option to manipulate the bidding process;
bid on or buy an item when they do not meet the seller’s terms as outlined in the item listing, or bid or buy with the intention of disrupting a listing. This is known as unwelcome and malicious buying; and
engage in shill bidding to artificially increase an item’s price or apparent desirability. Bidders on an item must be wholly independent from the seller of that item.
Permitted Payment Options on the Website are:
Cash on Delivery;
Cheque, Demand Draft Mail cash;
Transfer to Bank account of Primedeq
Any payment method not listed in the permitted payment options paragraph shall be de facto considered as prohibited method this includes:
Deposits in Seller’s Bank
Direct Transfer of money to Seller’s or Seller’s offered Bank Account without the Website’s payment gateway
Paying with Virtual or Cryptocurrencies
Sellers should not request payment through any method other than those mentioned as “Permitted Payment Option” above.
Violations of these rules and policies are construed as violations of the User agreement and consequences as applicable to breach of the User agreement shall apply mutatis mutandis, such consequences includes:
Limits on account privileges
Any other course of action that Primedeq may legally be entitled to.
Terms and Conditions
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This User Agreement, the User Privacy Notice, the Mobile Device Terms and all policies posted on our site set out the terms on which Primedeq offers you access to and use of our sites, services, applications and tools (collectively "Services"). All policies, the Mobile Devices Terms, and the User Privacy Notice are incorporated into this User Agreement. You agree to comply with all the above when accessing or using our Services.
Your use of the website www.primedeq.com (hereinafter referred to as "the Website") and its related sites, services and tools is governed by the following terms and conditions. This User Agreement for the Website shall come into effect on 0000 hours India Standard Time www.primedeq.com ("User Agreement"). Irrespective of your residence, you are contracting with Primedeq India Private Limited, a company incorporated under Companies Act, 2013 with registered office at C-302, Brundavana Layout, Arakere MICO Layout, Chartered Coronet Building, Bangalore 560 076, Karnataka, India. These terms and conditions constitute your binding obligations towards the aforementioned contracting entity (hereinafter individually and collectively referred to as “Primedeq”).
For the purpose of the User Agreement, Registered User and wherever the context so require ‘You’ shall mean any natural or legal person, either in his own capacity or as representative of any business entity, who has agreed to become a member of the Website by providing Registration Data (as defined hereinafter) while registering on the Website as Registered User using the computer systems of Primedeq and accepted this electronic version/electronic record of the User Agreement and has allocated himself a unique identification user name (“User ID” and “Password”) to become Registered User.
For the purpose of the User Agreement, purchase or sale of goods or products shall also mean rent/rent of goods or products as the case may be.
As a new Registered User, this User Agreement shall be effective and binding upon your ‘acceptance’. ‘Acceptance’ shall mean your affirmative action in clicking on ‘check box’ and on the ‘Submit button’ as provided on the registration page or such other actions that implies your acceptance. If you do not agree or are not willing to be bound by the terms and conditions of this User Agreement and Primedeq Rules and Policies , please do not click on the "check box " and on the ”Submit” button and do not seek to obtain access to or otherwise use the Website.
Amendments: Primedeq may amend this User Agreement and/or the Website Rules and Policies at any time by posting a revised version on the Website. All updates and amendments shall be notified to You via the Website’s Notice Board (hereinafter referred to as an “NB Post”). The revised version will be effective at the time Primedeq posts it on the NB Post. In addition, if the revised version of this User Agreement includes a Substantial Change, Primedeq will provide you with 30 days' prior notice of such Substantial Change/s by an NB Post or as per the Notification Preferences provided by You to Primedeq. You are advised to regularly check for any amendments or updates to the terms and conditions contained in this User Agreement and in the Website Rules and Policies. For the purpose of this User Agreement, the term "Substantial Change" means a change to the terms of this User Agreement that reduces your rights or increases your responsibilities.
By impliedly or expressly accepting this User Agreement, You also accept and agree to be bound by the Website’s Rules and Policies as provided from time to time in the following hyperlinks:
the Website’s Rules and Policies;
About the Website
The Website is a marketplace that allows users to offer, sell, buy and rent goods in the nature of medical equipment and offer, provide and receive, services in the nature of medical equipment maintenance and related consultancy. Except for “Primedeq Services”, the actual contract for sale is directly between the sellers and buyers of goods and services.
While the Website may provide pricing, shipping, listing, and other guidance to Users, such guidance is solely informational and you may decide to follow it or not. Except for “Primedeq Services”, while the Website may help facilitate the resolution of disputes through various programs, Primedeq has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
Use of the Website is available only to persons who can form legally binding contracts under Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Website. If you are a minor i.e. under the age of 18 years, you shall not register as a member of the Website and shall not sell, purchase or bid for any items on Primedeq. As a minor if you wish to purchase or sell an item or service on the Website such purchase or sale may be made by your legal guardian or parents who have registered as users of Primedeq. Primedeq reserves the right to terminate your membership and refuse to provide you with access to Primedeq if it is brought to Primedeq’s notice or if it is discovered that you are under the age of 18 years.
If you are registering as a business entity, you represent that you are duly authorized by the business entity to accept this User Agreement and you have the authority to bind that business entity to this User Agreement. You will be required to submit, upload or otherwise provide any information that Primedeq may require at the time of registration to verify the authenticity of the business entity. Such information may include incorporation certificate, sales tax certificate, medical license etc.
Without prejudice to any other right Primedeq possess in terms of this User Agreement, Primedeq reserves the right to deny registration of Your account on the Website for any reason whatsoever. Primedeq also reserves the right to restrict rights, privileges, access to information and content on the Website for any specific User or class of Users.
Your Account and Registration Obligations
If you use the Website as Registered User, you are responsible for maintaining the confidentiality of your User ID and Password and for restricting access to your computer, computer system and computer network, and you are responsible for all activities that occur under your User ID and Password , email id and cell number as the case may be. You agree, inter alia, to:
Provide true, accurate, current and complete information about yourself as prompted by the Website 's registration form or provided by You as Guest User (such information being the "Registration Data"); and
Maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or Primedeq has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the User Agreement, Primedeq has the right to indefinitely suspend or terminate or block access of your membership with Primedeq and refuse to provide you with access to the Website.
The Website may also use Users’ Personal Information to create Anonymous Information records by excluding information that makes the information personally identifiable to Users.
The Website will communicate with Users primarily in the form of emails. Users can opt out of receiving certain communications from the Website such as the newsletter by clicking the “Unsubscribe” link at the bottom of each email or emailing the Website at firstname.lastname@example.org. Please note that even if Users unsubscribe or opt-out, the Website may still send Users order, Site and Product related communications.
Primedeq reserves the right to use Anonymous Information for any purpose and disclose Anonymous Information to third parties at its sole discretion.
When You use the Website or send emails or other data, information or communication to Primedeq, You agree and understand that You are communicating with Primedeq through electronic records and You consent to receive communications via electronic records from Primedeq periodically and as and when required. Primedeq will communicate with You by email or by an NB Post notice or electronic records on the Primedeq Website which will be deemed adequate service of notice / electronic record.
Fees and Services
Membership on the Website is free for buyers. Primedeq does not charge any fee for browsing and buying on the Website. Primedeq reserves the right to change its Fee Policy from time to time. In particular, Primedeq may at its sole discretion introduce new services and modify some or all of the existing services offered on the Website. In such an event, Primedeq reserves the right to introduce fees for the new services offered or amend / introduce fees for existing services, as the case may be. Changes to the Fee Policy shall be posted on the Website and such changes shall, unless otherwise specified in the announcement, automatically become effective immediately after they are posted on the Website. Unless otherwise stated, all fees shall be quoted in India Rupees. You shall be solely responsible for compliance of all applicable laws including those in India for making payments to Primedeq.
You are responsible for paying all fees associated with the use of the Website and you agree to bear any and all applicable taxes, charges, cesses, duty etc. levied thereon.
Primedeq reserves the right to issue a warning, temporarily /indefinitely suspend or terminate your membership of the Website and refuse to provide you with access to the Website in case of non-payment of fees by you to Primedeq. Primedeq also reserves the right to take legal action in case of non-payment of fees by you to Primedeq. Primedeq at its sole discretion reserves the right to collect or recover or settle any or all fees due and payable by you to Primedeq under your one or more accounts by deducting the amount owed from any of your account/s balance or by other collection mechanism including, without limitation, by charging the other payment methods on file with us, retaining collection agencies and legal counsel, and instructing our payment partner to deduct the amount owed from your account with the payment partner.
Use of the Website
Except for Primedeq Services, You understand and agree that Primedeq merely provides hosting services to its Registered Users and persons browsing/visiting Primedeq. All items advertised/listed and the contents therein are advertised and listed by Registered Users and are third party user generated contents. Primedeq neither originates nor initiates the transmission nor select the sender and receiver of the transmission nor selects nor modify the information contained in the transmission. Primedeq has no control over the third party user generated contents.
You agree, undertake and confirm that your use of the Website shall be strictly governed by the following binding principles:
"Your Information" is defined as any information you provide to Primedeq or other users of the Website ("Users") in the registration (as Registered User), bidding, buying, selling, renting, consulting, advising or listing process, in the feedback area or through any e-mail feature. You are solely responsible for Your Information, and Primedeq acts only as a passive conduit for your online distribution and publication of Your Information;
You shall not host, display, upload, modify, publish, transmit, update or share any information or share/list(s) any information or item that:
belongs to another person and to which You does not have any right to;
is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
harm minors in any way;
infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items;
violates any law for the time being in force;
deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
impersonate another person;
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation;
shall not be false, inaccurate or misleading;
shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force. Without prejudice to the generality of the above, Primedeq does not permit transactions in the items listed in Annexure A;
shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and
shall not link directly or indirectly to or include descriptions of items, goods or services that:
are prohibited under the User Agreement or any other applicable law for the time being in force including but not limited to the Drugs and Cosmetics Act, 1940, the Drugs And Magic Remedies (Objectionable Advertisements) Act, 1954, the Indian Penal Code, 1860, Information Technology Act 2000 as amended time to time and rules there under;
are identical to other items you have up for auction but are priced lower than your item's price, the reserve price of the item or minimum bid amount.
You represent and confirm that you shall be the sole and exclusive legal owner of all items, goods or products of any description that you wish to offer for sale on the Website. You shall have absolute right, title and authority to deal in and offer for sale such items, goods or services;
In the event that any transaction or attempted transaction relating to any item, good or service which is violative of this User Agreement or applicable law comes to your knowledge, you shall take all steps to inform Primedeq of the same;
You shall not, either alone or in conjunction with other Users, manipulate or attempt to manipulate the prices of any item or services being sold or purchased on the Website;
You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time and also all applicable Domestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in Force) and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to Sales Tax/ VAT, Income Tax, Octroi, Service Tax, Central Excise, Custom Duty, Local Levies) regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items or services. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force;
From time to time, you shall be responsible for providing information relating to the items or services proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects. You shall not exaggerate or over emphasize the item-specifics of such items or services so as to mislead other Users in any manner; and
You shall not attempt to or circumvent or manipulate our Fee structure, the billing process or Fees owed to Primedeq. For the purposes of this clause, to ‘circumvent or manipulate’ will include but not limited to:
Establishing any communication with other users for negotiating, concluding or otherwise shifting or attempting to shift any transaction (initiated through the Website) to a platform or medium other than the Website;
Explanation: This clause shall not be construed so as to restrict negotiation of price, quality and other terms on a platform or medium other than the website if the transaction is ultimately concluded through the website.
In cases where first transaction between You and other Users are concluded through the Website or contact is established through the Website, communicating or attempting to communicate with such other users of the Website, in a platform or medium other than the Website, with an intention to conclude subsequent transactions through platform or medium other than the Website.
Platform for Communication
The Website is only a venue where Users may meet and interact with one another for their transactions. Primedeq is not and cannot be a party to or control in any manner any transaction between two Users of Primedeq. Consequently:
Except for Primedeq Services, all commercial / contractual terms are offered by and agreed to between buyers and sellers salone. The commercial / contractual terms include without limitation price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to goods and services and after sales services related to goods and services. Primedeq does not have any control or determines or advises or in any way involves itself in the offering or acceptance of such commercial / contractual terms between buyers and sellers;
Except for Primedeq Services, Primedeq is not responsible for any non-performance or breach of any contract entered into between Users. Primedeq cannot and does not guarantee that the concerned Users will perform any transaction concluded on Primedeq. Primedeq shall not and is not required to mediate or resolve any dispute or disagreement between Users;
Primedeq does not make any representation or Warranty as to the item-specifics (such as quality, worth, marketability, etc.) of the items or services proposed to be sold or offered to be sold or purchased on Primedeq. In particular, Primedeq does not implicitly or explicitly support or endorse the sale or purchase of any items or services on Primedeq. Primedeq accepts no liability for any errors or omissions, whether on behalf of itself or third parties;
Primedeq does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc.) of any of its Users. You are advised to independently verify the bona fides of any particular User that you choose to deal with on Primedeq and use your best judgment in that behalf;
Primedeq does not at any point of time during any transaction between buyer and seller on Website come into or takes possession of any of the goods or services offered by seller nor does it at any point gain title to or have any rights or claims over the goods or services offered by seller to buyer;
The Website is only a venue through which Users can reach a larger base to buy and sell items or services. Except for Primedeq services, Primedeq is only providing a platform for communication and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between the Seller and the Winning bidder/buyer. At no time shall any right, title or interest over the items vest with Primedeq nor shall Primedeq have any obligations or liabilities in respect of such contract. Primedeq is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of items which are out of stock, back ordered or otherwise unavailable. All items are offered only for a restricted time and only for the available supply;
At no time shall any right, title or interest over the items vest with Primedeq nor shall Primedeq have any obligations or liabilities in respect of such contract. Primedeq is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of items which are out of stock, back ordered or otherwise unavailable. All items are offered by sellers are only for a restricted time and only for the available supply as offered by sellers;
You shall independently agree upon the manner and terms and conditions of delivery, payment, insurance etc. with the other Users that you transact with; and
You rerent and indemnify Primedeq and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions of the Users of Primedeq and specifically waive any claims that you may have in this behalf under any applicable law. Notwithstanding its reasonable efforts in that behalf, Primedeq cannot control the information provided by other Users, which is made available on Primedeq. You may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and practice safe trading when using the Website. Please note that there may be risks in dealing with foreign nationals, underage persons or people acting under false pretence.
Without limiting other remedies, Primedeq may limit your activity, immediately remove your information or bids, or end your listing, warn other Users of your actions, immediately temporarily/indefinitely suspend or terminate or block your membership, and/or refuse to provide you with access to the Website in the event, but not limited to:
If Primedeq is unable to verify or authenticate any information you provide; or
If it is believed that your actions may cause legal liability for you, other Users or Primedeq. Primedeq may at any time at its sole discretion reinstate suspended Users. A User that has been suspended or blocked may not register or attempt to register with Primedeq or use the Website in any manner whatsoever until such time that such User is reinstated by Primedeq. Notwithstanding the foregoing, if you breach the User Agreement or the documents it incorporates by reference, Primedeq reserves the right to recover any amounts due and owing by you to Primedeq and to take strict legal action including but not limited to a referral to the appropriate police or other authorities for initiating criminal or other proceedings against you.
Bidding and Buying
All bids on the Website are a firm commitment to purchase. If you are the purchaser/highest bidder for any item and your purchase/ bid is accepted by the seller ("Winning buyer"), you are obligated to complete the transaction with the seller.
An action to purchase or bids may be increased in price or volume later but may not be withdrawn. Purchases/Bids cannot be cancelled. By purchasing/bidding on an item you agree to be bound by the conditions of sale included in the item's description (or linked to from the description) so long as those conditions of sale are not in violation of the User Agreement or unlawful.
Primedeq strongly advises you not to test the Website with false bids/purchases, as it will put you at substantial personal legal risk. It is an offence to use a false name, other false personal information or a known invalid/ unauthorized credit/ debit/ cash card / payment wallets and such other infrastructure directly through Bank or financial institution infrastructure or indirectly through Payment Aggregator or through any facility in any manner to bid. Wilfully entering erroneous or fictitious bids may result in prosecution by Primedeq.
As a Winning buyer you must contact the seller within 72 hours of auction closing successfully.
Please be aware that even if you do not give Primedeq your real name, your Web browser transmits a unique address to us, which can be used by law enforcement officials to identify you. If you are a registered buyer on the Website we encourage you to post feedback on the seller after the auction is closed.
Priority in Bidding
In order to qualify and be identified as a successful bid, the following priority parameters will be followed:
Price: The higher price bids always supersedes the lower price bids;
Quantity: Between bids of the same price, the bid for the higher quantity shall supersede;
Time: Between bids of the same price and for the same quantity, the bid which was placed prior in point of time shall supersede. Primedeq's decision on the success or otherwise of a bid shall be final and binding. It reserves the right to reject or void bids, whether winning or not, that it deems not to have been made in good faith, or that are restricted or prohibited.
An auction will be considered as successfully closed if it receives at least one bid prior to the Auction End Date i.e. the date and time (as specified in that particular auction) beyond which bids shall not be accepted. Notwithstanding the foregoing, a reserve auction will be considered as successfully closed if at least one bid above the Reserve Price is received prior to the Auction End Date.
Immediately after any auction is successfully closed an e-mail is sent to both the Winning bidder and the seller providing each of them the contact information of the other party (contact phone number if allowed by them when bidding/selling) to enable them to get in touch with each other to fulfill the transaction. Please note that the contact information that will be sent out will be the information that is provided by the Users in their Registration Data on Website.
The reverse auction process on the Website shall be as follows:
The Buyer posts an invitation to bid (IFB) through Website’s reverse auction process for purchase of any goods or services;
Each Seller reviews the Specifications and either submits or does not submit a bid (during the Reverse Auction process, each Seller may submit multiple bids);
If Seller submits a bid, Seller must proactively confirm compliance with all Specifications and be responsive to all bid Validation or due diligence requests; or if Seller chooses not to submit a Bid, Seller may submit a no Bid or not respond;
The Buyer reviews bids, performs Due Diligence, and decides to:
cancel the IFB, in which case all participating Sellers will be notified;
repost the IFB with modifications, in which case the Bid Process begins anew;
extend the auction period to allow for more Bids to be submitted; or
select a Bid, in which case the Buyer enters the Authorization Number into the Web Site, and each party receives the other party’s contact Information.
Those Sellers not selected may view the Selected Bid amount and, as permitted by the Buyer, the identity of the Selected Seller.
All Sellers submitting Bids on an IFB will compete in the Buy until the Buy process expires as specified in the IFB and as determined by the Web Site system clock.
Throughout the bidding process, Primedeq will rank the Bids based on Best Price; however, the Buyer maintains the right to use Offline Factors for award decisions.
Primedeq will provide Sellers with their Bid Status, consisting of: Selected or Not Selected; or Cancelled. If two or more equal Bids are submitted, they will be ranked according to time of submission, with the previously submitted equal bid leading as compared to any subsequently submitted equal Bid.
A Buyer is never obligated to complete the transaction, regardless of the status of the buy, and a Buyer may select any of the participating Sellers in order to obtain the most advantageous bid in accordance with their contracting authority and applicable rules and regulations; however, the Selected Seller may not retract or cancel its Selected bid except in the extraordinary event that the Buyer:
materially changes the description and/or quantity of the Commercial Items specified in the IFB,
has materially misrepresented the Commercial Items in the IFB; or
a system error has occurred on the Web Site creating an error in the bid(s) or IFB.
A Buyer cannot award specific IFB line items to multiple Sellers or otherwise designate more than one Selected Seller per Buy unless specified to the contrary in the IFB.
A Buyer cannot solicit or accept Partial bids in a Reverse Auction.
Non-compliance with Primedeq’s bid Process may subject You to negative ratings from the Website’s Subscribers and may lead to suspension or revocation of some or all of Your website access privileges.
Unless otherwise stated in the IFB, bids submitted by sellers in response to an IFB must be indian rupess and must not include any sales, excise or other taxes applicable on clearance of goods or products or services.
As a registered member, you may list item/s for sale on Primedeq in accordance with the Listing Policies more fully detailed herein. You must be legally able to sell the item(s) you list for sale on the Website. You must ensure that the listed items do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics and pictures that describe your item for sale. All listed items must be listed in an appropriate category on the Website. All listed items must be kept in stock for successful fulfilment of sales.
The listing description of the item must not be misleading and must describe actual condition of the product. If the item description does not match the actual condition of the item, you agree to refund any amounts that you may have received from the buyer. You agree not to list a single product in multiple quantities across various categories on the site. Primedeq reserves the right to delete such multiple listings of the same product listed by you in various categories.
If you receive at least one bid at or above your stated minimum price (or in the case of reserve auctions, at or above the Reserve Price i.e. the reserve price as defined by the seller in a reserve auction), you are legally obligated to complete the transaction sale contract with the Winning buyer upon the item's sale online. You must contact the Winning buyer within 72 hours of item selling successfully and supply the item as per the shipping and delivery details mentioned in item description to the Winning buyer in a merchantable condition upon receiving the payment from the Winning buyer, unless there is an exceptional circumstance, such as:
The Winning buyer fails to meet the terms of your listing (such as payment method); or
You cannot authenticate the Winning Buyer's identity provided you have not received any payment from the Winning Buyer. Without limiting any other remedies, Primedeq may suspend or terminate your account if you are found to have engaged in fraudulent activity in connection with the use of the Website.
Following terms and conditions shall be applicable solely to transaction of rent of goods or products:
The Buyer shall strictly adhere to the billing cycle agreed upon with the Seller. Buyer must pay all rent charges within 5 days of receipt of the invoice. Delayed payment of monthly rentals beyond due date shall attract a penal interest of 1.5% per month from the date of default till the time the due amount is paid;
Non-payment of rent charges for a continuous period of two months will result in termination of the rent and removal of rented goods or products; and
The Buyer shall take reasonable care of the goods or products acquired on rent and shall not in any case indulge in activities that depreciates or reduces the market value of the equipment except for depreciation due to reasonable use. Buyer shall compensate the seller for so much of the amount as is mutually decided with the seller. To clarify, Primedeq shall not be responsible for any compensation or damages that the seller will be entitled from the buyer by reason of operation of this clause.
In addition to the seller services hosted on the Website, Primedeq will also list some of the services it provides on its own account. These services will is designated as “Primedeq services”.
Notwithstanding anything contained in this User Agreement, the following applies to “Primedeq services”:
You must ensure the active supervision of the service providers. Service Providers shall include service associates appointed or designated by Primedeq for fulfilment of Primedeq Services.
Primedeq will be unable to provide services in the absence of any supervisors appointed by You at the service address;
If you have any questions or complaints regarding the services rendered, you may revert to Primedeq within the time specified for the services availed. Depending on the service availed, Primedeq will provide You with the appropriate recourse to address your concerns;
All invoices and payments due to Primedeq must be cleared immediately upon completion of the task or on the submission of the invoice, whichever is earlier;
You are not to solicit the services of the service provider. Primedeq will not be responsible for any acts, omissions, service quality of the service provider if You have engaged the services of such service provider without reference to Primedeq;
You agree and acknowledge that the use of the Primedeq Services offered by Primedeq is at Your sole risk and that Primedeq disclaims all representations and warranties of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes are excluded to the fullest extent permitted by law;
In the event any spare parts/materials are required to complete a task, you will need to provide such spare parts/materials. You may request Primedeq’s Service Providers to assist you with the same. Please note, in all such circumstances, Primedeq is not responsible for nor does Primedeq make any warranties as to the quality or fitness of the spare parts or materials. All issues and concerns with the quality of the spare parts / materials should be with the manufacture or seller; and
Primedeq will not be liable for any damages of any kind arising from the use of the Services offered by the Company, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.
We encourage registered buyers and sellers on the Website to provide feedback to each other after the transaction has closed, this helps all Users to know what it is like to deal with the said buyer/seller. After you conduct a transaction, if applicable, we encourage you to leave feedback for the buyer or seller that you dealt with. Please remember that you cannot retract the feedback once you have left it. Your feedback will be displayed along with your user ID. Primedeq will not be responsible for the feedback that you post on the Website and you should be careful about making comments that are not factual in nature and should not post defamatory or illegal or offensive/obscene contents.
You may not take any actions that may undermine the integrity of the feedback system. If you continue to receive negative feedback ratings, Primedeq reserves the right to suspend your membership, and you will be unable to list, buy or bid on the Website.
Export - You acknowledge that your feedback consists of comments left by other Users and a composite feedback number compiled by Primedeq, and that the composite number without the comments does not convey your full user profile. As feedback ratings are not designed for any purpose other than for facilitating trading between the Users, you agree that you shall not market or export your Website feedback rating in any venue other than on the Website.
Import - We do not allow you to import feedback from other websites.
When providing us with content, you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use the content and authorise us to exercise any and all copyright, trademark, publicity, database rights and other intellectual property rights you have in or to the content, in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights or any other intellectual property or publicity rights against us, our sub-licensees, or assignees.
You represent and warrant that none of the following infringe any rights mentioned in the preceding paragraph: your provision of content to us, your causing content to be posted using the Services, and use of any such content (including of works derived from it) by us, our users, or others in contract with us that is done in connection with the Services and in compliance with this User Agreement.
We may offer catalogues of stock images (includes 3D or 2D images), descriptions, product specifications and other multimedia content including videos, which are provided by third-parties (including the Website’s users). You may use catalogue content solely in connection with your listings during the time your listings are on the Website.
While we try to offer reliable data, we cannot promise that the catalogues will always be accurate and up-to-date, and you agree that you will not hold our catalogue providers or us responsible for inaccuracies in their catalogues. If you choose to include catalogue content in your listings, you continue to be responsible for ensuring that your listings are accurate, do not include misleading information and fully comply with this User Agreement and all Primedeq policies. The catalogue may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogues or create any derivative works bases on catalogue content (other than by including them in your listings).
Notice for Claims of Intellectual Property Violations and Copyright Infringement
We respond to notices of alleged copyright infringement under the Copyright Act, 1957. Primedeq will work to reasonably ensure that listed items do not infringe upon the copyright, trademark or other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify Primedeq at email@example.com.
To protect Primedeq from risk of liability for your actions as a seller, Primedeq will recommend, that Primedeq restrict access to funds or put a hold in a seller's payment account(s) based on certain factors, including, but not limited to, selling history, seller performance, returns, riskiness of the listing category, transaction value, or the filing or pending for decision of a claim. This may result in Primedeq determining to restrict or hold funds to any of your payment accounts.
Authorization to Contact You and for Recording Calls
You consent to receive autodialed or pre-recorded calls and text messages from Primedeq at any telephone number that you have provided or that Primedeq have otherwise obtained. Primedeq may place such calls and texts to:
notify you regarding your account;
troubleshoot problems with your account;
resolve a dispute; (iv) collect a debt;
poll your opinions through surveys or questionnaires;
contact you with offers and promotions; or
as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or payment gateway guidelines or any other agreement we may have with you. Standard telephone minute and text charges may apply.
Primedeq may share your telephone numbers and other personal data or information with our service providers (such as Service providers, Logistic Service Providers, billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under this User Agreement, our policies, applicable law, or payment gateway guidelines or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or pre-recorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
Primedeq may, without further notice or warning and in its discretion, monitor or record telephone or electronic conversations you or anyone acting on your behalf has with Primedeq or its agents for quality control and training purposes or for its own protection.
Privacy of Others; Marketing
If Primedeq provides you with information about another user, you agree that you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the explicit consent of the specific user in writing to do so.
Primedeq and its suppliers, affiliates and service provider provide Primedeq and services including payment gateway services "as is" and without any Warranty or condition, express, implied or statutory and specifically disclaim any implied Warranties of title, merchantability, fitness for a particular purpose and non-infringement. You expressly agree that your use of Primedeq and payment gateway is at your risk.
Limitation of Liability
In no event shall Primedeq or its suppliers, affiliates and service providers be liable for any direct, indirect, incidental, special, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with Primedeq and payment gateway facility, its services or this agreement (however arising, including negligence).
Primedeq's liability in any circumstance is limited to the amount of fees, if any, paid by you to Primedeq, towards the transaction forming the basis of claim. Primedeq, its associates, affiliates and service providers and technology partners make no representations or Warranties about the accuracy, reliability, completeness, and/or timeliness of any content, information, software, text, graphics, links or communications provided on or through the use of the Website or that the operation of the Website or payment gateway facility will be error free and/or uninterrupted. Consequently, Primedeq assumes no liability whatsoever for any monetary or other damage suffered by you on account of:
The delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Website or Payment gateway facility;
Any interruption or errors in the operation of the Website or Payment gateway facility. You expressly understand and agree that Primedeq shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Primedeq has been advised of the possibility of such damages).
You shall indemnify and hold harmless Primedeq and (as applicable) Primedeq’s parent, subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable lawyers' fees, made by any third party or penalty imposed due to or arising out of your breach of the User Agreement, Rules and Policies, Payment gateway User Agreement, Payment gateway Seller Terms and Conditions and Payment gateway Rules and Policies or the documents they incorporates by reference, or your violation of any law, rules or regulations or the rights of a third party.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.
None of the provisions of the User Agreement shall be deemed to constitute a partnership or agency between you and Primedeq and you shall have no authority to bind Primedeq in any manner whatsoever.
Except as explicitly stated otherwise, any notices shall be given by postal mail on behalf of Primedeq to Primedeq India Private Limited , at Communication address (in the case of Primedeq) or to the email address you provide to us during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
If any clause of the User Agreement shall be deemed invalid, void or for any reason unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of the User Agreement.
This Agreement sets forth the entire understanding and agreement between You and Primedeq with respect to the subject matter hereof.
In Primedeq’s sole discretion, Primedeq may transfer its rights and obligations (also known as “assign”) under this Agreement without your prior express consent, provided that Primedeq assigns the Agreement on the same terms or terms that are no less advantageous to You.
In accordance with Information Technology Act 2000 and rules made there under, the name and contact details of the Grievance Officer is published on the Website.
If any dispute arises between you and Primedeq during your use of the Website or Payment gateway or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the User Agreement, Payment gateway User Agreement and Payment gateway Seller Terms and Conditions or the documents they incorporates by reference, the dispute shall be referred to a sole Arbitrator who shall be an independent and neutral third party identified by Primedeq. The place of arbitration shall be Bangalore. The Arbitration & Conciliation Act, 1996, shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language.
The User Agreement, Payment gateway User Agreement and Payment gateway Seller Terms and Conditions or the documents they incorporates by reference shall be governed and construed in accordance with the laws of India.
This document is an electronic record in terms of Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This fee policy is, by reference, part of the Primedeq User agreement.
Below are list of fee applicable to Sellers and Service Providers on the Website
Transaction fee for listing is charged per item / service sold on or through the Website.
Transaction fee is charged as a percentage of the final sale price of the item or service based on category listed in Annexure A, below.
For the purposes of this policy, final sale price means sale price of the item or services, as concluded between the buyer and seller plus shipping price, if any.
Payment gateway charges:
Payment gateway charges are the fee levied by the payment gateway for processing a payment through the gateway.
Payment gateway charges are levied as percentage of the final sale price.
Payment gateway charges as applicable when payment gateway integrated.
All fee and charges stated herein are exclusive of applicable taxes.
Currently, fee and charges collected by Primedeq are subjected to 14% service tax and 1% cess (Swachh Bharath Cess – 0.5% + Krishi Kalyan Cess – 0.5%) on such fee and charges.
Cancellation charges – 4% of the Final Sale price on which the order was placed.
Fee policy shall be updated with effect from April 1, 2017.
To be agreed later
Service Provider Agreement
SERVICE ASSOCIATE AGREEMENT
By confirming the terms set forth below, You acknowledge that you enter into a valid and legally binding contractual agreement with PrimedeQ.
This Service Associate Agreement shall be effective and binding upon your ‘acceptance’. ‘Acceptance’ shall mean your affirmative action in clicking on ‘check box’ and on the ‘Submit’ button as provided on the registration page or such other actions that implies your acceptance. If you do not agree or are not willing to be bound by the terms and conditions of this Service Associate Agreement, please do not click on the “check box” and/or on the ”Submit” button and do not seek to obtain access to or otherwise use the Website.
TERMS OF SERVICE ASSOCIATE
For the purposes of these terms, Service Associate means any person having requisite specialized knowledge in the area of servicing of medical equipment and who, by acceptance of this terms, agree to provide such services to PrimedeQ. Services means services of repairs, maintenance and servicing of medical equipment.
PrimedeQ hereby appoints the Service Associate to render Services and the Service Associate hereby accepts the same upon the terms and conditions hereinafter set forth.
Installation, repair & maintenance, evaluation, other related services and sale of Spare Parts for use in repair of medical equipment are collectively referred to as the “Services”. The Service Associate role so appointed by this Agreement will be governed by this Agreement and by any specific instructions or terms mutually agreed at the time of assignment of Services or communicated from time to time. “End User” means a customer who has purchased “Services” for delivery by PrimedeQ.
The Services will be rendered by the Service Associate to PrimedeQ in accordance with the directions and requirements of PrimedeQ.
For Servicing, Service Associate may act as follows:
PrimedeQ assigns a Servicing job to the Service Associate and Service Associate provides Servicing thereunder on PrimedeQ’s behalf;
Service Associate assists PrimedeQ in negotiating and executing an agreement for Servicing directly with an End User and Service Associate provide Servicing thereunder on PrimedeQ’s behalf.
For any particular sale of Spares, Service Associate may act as a “Reseller” as follows:
PrimedeQ sells Service Associate the Spares, and Service Associate in turn sells it to an End User or
Service Associate assists PrimedeQ in obtaining an order for Spares from an End User who purchases the same directly from PrimedeQ.
PrimedeQ may add, change or discontinue any Services at any time by notice to Service Associate. Service Associate may decline to offer added or significantly changed Services in which case PrimedeQ may terminate Service Associate’s involvement in the affected Services. All Servicing related contracts including AMC/CMC’s will be executed only between PrimedeQ and the End User (End User).
Service Associate, as part of the engagement process, must undergo registration with PrimedeQ. PrimedeQ will state the registration process which includes, but not limited to credentialing of employees / personnel of Service Associate, examination of the technical knowledge and operational capability of the Service Associate, requiring business information and documentation.
Service Associate will place orders for Services and Spares exclusively on PrimedeQ in the format as specified by PrimedeQ with such End User information as may be required by PrimedeQ including:
End User name,
Shipping & billing address
Details of Service Products
Amount, terms of payment and payment mode etc.
PrimedeQ may without liability refuse to accept any order, allocate supply of Spares as PrimedeQ feels appropriate, and modify pricing or other terms for small or non-standard orders.
PrimedeQ may specify the payment terms as may be applicable to every individual order placed by or obtained by Service Associate.
Price and Payment:
Service Associate will comply with PrimedeQ’s lawful instructions, if any, regarding prices and other terms on which Service Associate offer Services or Spares.
Payments are due in Indian Rupees if Service Associate is based or operating in India.
If Service Associate is late in making payments, in addition to other remedies available to PrimedeQ,
Service Associate will pay interest on overdue amounts at the rate of two percent (2%) per month and
PrimedeQ may withhold assignment of further jobs.
Notwithstanding anything contained in the User agreement, for the Services provided, Service Associate will be entitled to compensation in accordance with PrimedeQ’s terms of payment as may be mutually agreed for each services provided and reduced in writing in form of PrimedeQ’s Purchase Order or Service Associate’s invoice, which may be subject to change from time to time.
Service Associate Support: PrimedeQ may from time to time provide Service Associate
access to computer data bases or software;
spare parts support;
specialist support personnel
If PrimedeQ provides the foregoing or other help at Service Associate’s request, PrimedeQ may require Service Associate to pay PrimedeQ costs (including travel) and a fee for labour at standard billing rates in effect at the time.
Independent Contractors – Both parties are independent contractors and this agreement is non-exclusive. Neither party is a legal representative or legal agent of the other. Neither party is a legal partner of the other (e.g. neither party is responsible for debt of the other) and neither party is an employee or franchise of the other, nor does this Agreement create a joint venture between the parties. Each party is responsible for its own expenses regarding fulfillment of its responsibilities and obligations under this Agreement. Neither party will assume or create any obligation on behalf of the other or make any representations or warranties about the other, other than those authorized.
Service Associate Responsibilities - Service Associate responsibilities include:
Providing the Services on PrimedeQ’s behalf in order to fulfill the service targets, standards and objectives established and communicated by PrimedeQ to Service Associate from time to time;
Supplying of labour services for the fulfilment of assigned Services;
Using only genuine Spares ;
Maintaining, at Service Associate’s expense, suitable facilities (including the stock of appropriate materials, documentation & service tools), and sufficient and duly trained personnel, as may be necessary to actively and diligently provide the Services;
if so directed by PrimedeQ, at Service Associate’s cost ensure that all Service Associate Personnel undergo such trainings as may be stipulated by PrimedeQ from time to time;
Be responsible for End User Satisfaction. Dealing with End Users’ complaints concerning the Spares and Services and taking any specific action that may be requested by PrimedeQ to resolve such complaints;
Follow all documentation requirements as required and intimated by PrimedeQ from time to time.
Inform and update PrimedeQ, from time to time, any changes to the credentialed personnel of the Service Associate and any other information submitted to PrimedeQ at the time of registration.
At PrimedeQ’s request, Service Associate will provide Installed Base information, market information on End Users’ requirements for the Products and activities of End Users and/or other reports, be it orally, in the form of documents or by an information system designated by PrimedeQ;
Notifying PrimedeQ immediately in the event of any quality, reliability, safety and/or product liability issues or suspected issues relating to the Spares and Services and any incidents or accidents occurring in connection with the Spares and the provision of the Services by Service Associate that results in injury or damage to persons or property;
Maintaining suitable financial and other records and books of account in sufficient detail to calculate the cost of services provided by Service Associate, recording and providing to PrimedeQ information and data in relation to the Services in the format prescribed by PrimedeQ;
Permitting PrimedeQ to perform periodic audits of Service Associate Services records (including End User lists, Services history and replacements done ) as they pertain to the Services;
Promoting and safeguarding End User goodwill in relation to PrimedeQ, spares and services;
At Service Associate expense, taking any corrective action deemed by PrimedeQ to be necessary as a result of any audits undertaken by PrimedeQ;
Jointly promote PrimedeQ’s Services and Spares through marketing campaigns, other promotional activities;
Inform PrimedeQ promptly when any of Service Associate technical or other personnel engaged in providing the Services including Field Engineers leaves Service Associate services/employment, on any account whatsoever, and immediately replace such personnel with qualified replacement and Service Associate will be responsible for collecting back all PrimedeQ’s proprietary material and Confidential Information form personnel who leave Service Associate services/employment;
Service Associate shall strictly comply with all laws and regulations applicable to Service Associate including those pertaining to payment of taxes, payment of employee statutory benefits, engaging contract workers etc.;
Issuing a annually self-certified undertaking in form and substance acceptable to PrimedeQ confirming that Service Associate are in Compliance with the terms of this Agreement and all applicable PrimedeQ policies and Rulesand regulations; and
Service Associate will ensure that Spares are stored in an appropriate condition and environment and shall further ensure that products that have crossed their shelf life will not be sold to the End Users.
Non- exclusivity: This agreement is non-exclusive. PrimedeQ may allow other parties to sell the Services and Spares to the same End User or through other mediums, including through (i) its employees; and (ii) the Internet or other means of electronic commerce.
Taxes: Any and all taxes and/or other administrative charges incurred in connection with the performance of Service Associate obligations under this Agreement shall be borne exclusively by the Service Associate. Service Associate will charge Service Tax at applicable rates, wherever required by law. The Service Tax amount will have to be shown separately on the invoice along with Service Associate Service Tax registration number. If Service Associate is not covered by Service Tax, Service Associate will submit a certificate to that effect with copies of supporting document, duly certified by Service Associate statutory auditors.
Duration: The duration of this agreement shall be for a period of One (1) year commencing from the date of execution of this Agreement, unless extended in accordance with the terms of this agreement.
Extension: Either of Parties may request for extension of the validity of this Agreement for a term of one (1) year by giving written notice to that effect to the other (the “Recipient”) prior to the date of expiry of this agreement. If either party gives such a notice, the validity of this Agreement shall be extended by one (1) year unless the Recipient informs the requesting party in writing that it does not wish to extend the validity of this Agreement, provided, further, this Agreement shall not be extended if Service Associate have failed to perform the Services in a satisfactory manner or fail to pass PrimedeQ’s due diligence review for renewal. Similar extensions may occur in subsequent years.
Licenses and information: Service Associate shall:
inform PrimedeQ of any government licenses or approvals necessary or desirable to perform the Services or install the Products,
apply for or assist in applying for such licenses or approvals in PrimedeQ’s name or
effect the sale of the Services or the provision of Services as agreed upon;
provide PrimedeQ with financial and other information PrimedeQ may reasonably request from time to time concerning Service Associate and Service Associate employees and controlling persons; and
Inform PrimedeQ in advance of any changes that may occur in Service Associate commercial activities or Service Associate ownership, control or management and change of address.
Service Associate represent and warrant that all disclosures and other information Service Associate provide to PrimedeQ about Service Associate business and activities from time to time will be true and correct.
Compliance and Business Practices:
Service Associate will comply with all applicable laws and regulations, as in force from time to time. Any violation of Section 138 of Negotiable Instruments Act, 1881 may result in immediate termination of this agreement.
Service Associate will at all time conduct business on PrimedeQ’s behalf in an ethical manner.
End User Installation must be carried out at the AERB approved Sites only, if applicable.
Radiation badge to be issued to all the Field Engineers and other relevant personnel by the Service Associate to Monitor the Dosage of Radiation.
Restrictions: Unless PrimedeQ gives prior written approval, Service Associate may not:
Provide Services to purchasers who are not End Users, and use other service engineers, sub-contractors, sales representatives or third parties to assist Service Associate in providing the Service, not already credentialed and registered with PrimedeQ;
assign, transfer or subcontract any of Service Associate rights or obligations under this Agreement;
End User For all sales of Services to any Government, Quasi-Government or Government aided Institutions, Statutory or Municipal Authorities, Government Corporations, PSU’s, the purchase orders for Services will only be taken in PrimedeQ name and will be supplied by PrimedeQ to the End User.
Confidential Information & Intellectual Property:
For purposes of this Agreement, the term confidential Information means any and all PrimedeQ’s proprietary, non-public information (whether written or oral) including but not limited to information relating to servicing and repairing of the medical equipment, End Users’, business, operation, services, marketing plans, business plans, Product pipelines, project plans, software, technology, methods, documentation, designs and materials, source code and our general trade secrets and intellectual property rights. Service Associate agree that any information containing, in whole or in part, the Confidential Information and any information developed with reference to and with reliance upon Confidential Information shall be deemed to be Confidential Information; Service Associate shall not, without PrimedeQ’s prior written consent, for any reason or at any time either during and subsequent to the validity of this Agreement, use or disclose any Confidential Information in any manner whatsoever other than for the purposes of discharging Service Associate obligations under this Agreement; Service Associate shall not duplicate or reproduce in any manner, whatsoever, the Confidential Information or in any manner reverse engineer, decompile or disassemble any of the Confidential Information. Service Associate shall upon learning of any unauthorized use or disclosure or treatment of Confidential Information, promptly notify PrimedeQ and shall cooperate in full with PrimedeQ to protect such Confidential Information. Service Associate shall maintain all Confidential Information in the strictest of confidence at all times to avoid disclosure or unauthorized use of the Confidential Information; Service Associate will disclose Confidential Information only to such of its employees and officers who have a need to know the same for discharge of Service Associate obligations under this Agreement; PrimedeQ shall have sole and exclusive ownership of all rights, titles and interests in and to the Confidential Information, including ownership of all patents, copyrights, trademarks, designs, trade secrets and other intellectual property rights pertaining thereto and that the furnishing of Confidential Information to Service Associate and the possession of and utilization of such Confidential Information by Service Associate shall not in any manner be deemed to grant to Service Associate any rights of ownership, right, license, title or assignment in/to/of the Confidential Information; and upon the expiry or termination, howsoever caused, of this Agreement or within five (5) days after PrimedeQ’s written request Service Associate must (i) deliver to PrimedeQ any Confidential Information including its copies, notes, backups thereof in Service Associate possession or control; and (ii) irretrievably delete, erase or otherwise destroy all Confidential Information including its copies, notes, backups thereof in Service Associate possession or control and confirm the same in writing to PrimedeQ.
Breach: If PrimedeQ reasonably believe that Service Associate have broken or will break any of Service Associate obligations under this Agreement, PrimedeQ may:
terminate this Agreement;
suspend any transaction under this Agreement and withhold any payment or other performance from PrimedeQ to Service Associate under this Agreement until PrimedeQ is satisfied that no breach has occurred or will occur; and audit Service Associate to determine that no breach has occurred and Service Associate will cooperate fully in any such audit conducted by or on behalf of PrimedeQ, and will keep financial records that accurately show the substance of all transactions engaged in concerning this Agreement.
Notwithstanding anything stated in this Agreement, nothing in this Agreement shall affect or prejudice PrimedeQ’s right in any manner to seek any remedy or recourse available to PrimedeQ under law.
Termination: This Agreement may be ended
by either party on fourteen (14) days’ notice, if the other party is in breach of any obligation under this Agreement or any other agreement between the parties or their affiliates, but the Agreement will not be ended if the breach is remedied in the above fourteen (14) days’ notice period; or
by PrimedeQ upon one day notice to Service Associate if:
there is a change or attempted change in Service Associate control or management or ownership that is unacceptable to PrimedeQ; or
Service Associate cease to function as a going concern, or cease to conduct Service Associate operations in the normal course of business; or
if Service Associate are in breach of any of the clauses in this agreement ; or
if any cheque (s) given by Service Associate bounces or is returned by the bank for any reasons without honoring the same.
by PrimedeQ upon thirty (30) days’ notice to Service Associate if:
If the Service Associate fails to supply adequately trained and credentialed personnel for a continuous period of Six months
Service Associate do not achieve the annual sales targets, if any are agreed; or
PrimedeQ is not satisfied with the results of due diligence review upon any renewal of this Agreement
PrimedeQ has no liability to Service Associate by reason of the ending of this Agreement, whether for loss of profits, for any expenditure, investment, or commitment in connection with Service Associate business for goodwill, or for any other matter.
After Expiration or Termination: Forthwith upon but in no case later than seven (7) days of expiration or termination of this Agreement, Service Associate will promptly stop all activities as PrimedeQ’s Service Associate, stop any use of PrimedeQ’s trade names or trademarks, remove them from all buildings and displays under Service Associate control, return to PrimedeQ any spares, materials, tools, documents, manuals in Service Associate possession relating to the marketing, sales, installation and servicing of medical equipment, all of which shall be considered PrimedeQ’s property.
Indemnity & Insurance: In addition to rights and remedies available to PrimedeQ under law or at equity, Service Associate will fully compensate and indemnify and hold PrimedeQ harmless against any losses, claims, actions, damages, liabilities or expenses arising out of or in relation to:
Service Associate’s breach of any of the conditions and obligations under this Agreement; or
Any warranty or promise by Service Associate that is not in accordance with this Agreement or pre-approved by PrimedeQ;
PrimedeQ ending this Agreement or the repudiation or rescission of the sale of any spares or any related contracts as a result of Service Associate breach;
Any claim made on PrimedeQ by any End User or third party and arising from intentional or negligent acts of omission or commission by Service Associate pursuant to this Agreement.
Force Majeure: PrimedeQ is not liable to Service Associate for any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if the delay or failure is caused, in whole or in part, by events or causes beyond PrimedeQ’s reasonable control. Such events or causes include, without limitation, acts of God, acts of government, strikes, lockouts, riots, war, mechanical, electronic or communications failure, Service Associate acts or omissions (including failure to comply with recommended operating parameters and norms), earthquakes, fire and explosions. Any delays resulting from these causes shall extend delivery/performance dates correspondingly.
Limitation of Liability: PrimedeQ’s total liability and that of its affiliates and representatives, including any liability under any indemnity claim, to Service Associate and Service Associate’s exclusive remedy for any and all claims arising out of or relating to Service Associate’s purchase order, including but not limited to the spares and services provided and for all claims based on failure of spares or services provided, whether based on contract, statute, tort, indemnity, warranty or extra contractual liability hereunder is limited and in no event shall exceed the price actually paid by Service Associate to PrimedeQ for the product or service which is the basis for the claim. Service Associate agree that PrimedeQ, its affiliates and its representatives have no liability to Service Associate for
any indirect, special, punitive, incidental, exemplary or consequential damages (whether or not known or in contemplation by the parties),
loss of profit or revenue, loss of product use, loss of capital, downtime cost,
any assistance not required under the applicable terms and conditions of sale, or
any claims related to Service Associate will be barred from any remedy unless Service Associate give PrimedeQ prompt written notice of the problem complained of. This is a commercial transaction. Any claim related to this agreement will be covered solely by commercial legal principles. To the extent permitted by law, PrimedeQ’s affiliates, its representatives and PrimedeQ will have no criminal liability to Service Associate arising from this agreement.
Each party will bear its own costs of complying with this Agreement, except as otherwise expressly stated.
Either party may change its address by giving notice in writing to that effect to the other party addition, Service Associate will be deemed to have notice of all information PrimedeQ may post on PrimedeQ Portal wherein Service Associate is registered or to which PrimedeQ direct Service Associate’s attention, within a reasonable time after posting.
Assignment of Accounts: PrimedeQ reserves the right to assign at any time specific accounts and/or any transaction under this Agreement to other parties of its choice.
Disputes/Resolutions - Any disputes difference, controversy arising relating to the interpretation of this Agreement shall be settled by arbitration in the accordance with the rules of conciliation and arbitration of India. The place of arbitration shall be Bangalore, India and conducted in English.
Governing Law and Venue: This Agreement is governed by, and shall be interpreted in accordance with, the laws of India and is subject to exclusive jurisdiction of courts in Bangalore.