This Agreement is entered into between Consortium E-Learning Network Private Limited, having its principal place of business at A-118 1st floor Sector 63 Noida U.P. India, and Samarth Publications & Subscriptions Pvt. Ltd., having its principal place of business at WZ-1656-A, First Floor, Nangal Raya, New Delhi-110046, India, effective as of 05-08-2024.

WHEREAS the Agents/Distributors/Vendors/Authorized Representatives (hereinafter known as Buyer) shall purchase the collection of Journals from the Consortium E-Learning Network Private Limited (hereinafter known as PUBLISHER) only for the purpose of sale to end-users.

WHEREAS, the Buyer desires to sell to the Institution/subscriber/individual a comprehensive collection of Journals (“Attachment A, which is incorporated herein for the reference”), and,
WHEREAS, the PUBLISHER deems it in its interest to providing the collection of Journals and appropriate service to the Buyer, and is agreeable to sell the collection of Journals under the terms hereafter stated;
THEREFORE, the PUBLISHER and the Buyer mutually agree to the following terms and conditions to sell the collection of Journals to Institution/subscriber/individual and shall comply with all applicable laws and regulations.

1. SCOPE OF AGREEMENT 

1.1. The PUBLISHER grants the Buyer the right to sell the collection of Journals to the Institution/Subscriber/Individual, subject to the terms and conditions set forth in this Agreement.

1.1. The PUBLISHER grants the Buyer the right to sell the collection of Journals to the Institution/Subscriber/Individual, subject to the terms and conditions set forth in this Agreement.

1.2. Nature of Relationship. Nothing in this agreement is intended or is to be deemed to create a partnership or joint venture between the PUBLISHER and the Buyer. 

2. TERMS AND CONDITIONS FOR Buyer

2.1. Sales Restrictions : The Buyer shall not sell Journals purchased in Indian rupees outside India unless prior written permission has been obtained from the PUBLISHER.

2.2. Export Restrictions : The Buyer shall not export the Journals to any country or entity subject to export restrictions under applicable laws and regulations.

2.3. Resale Restrictions : The Buyer shall not resell or distribute the Journals to any other agent, distributor, or vendor without the prior written consent of the PUBLISHER.

2.4. Disclosure of Subscriber Details

2.4.1. The Buyer who purchases printed and online Journals from the PUBLISHER in Indian rupees for Indian Subscribers shall disclose the subscriber details to the PUBLISHER for dispatch of the Journals and shall sell the Products only in India. 

2.4.2. Sales outside India shall be purchased in US Dollar from the PUBLISHER and can only be sold with the prior written permission of the PUBLISHER. The Buyer shall disclose the subscriber details of the International Subscriber to the PUBLISHER for dispatch of the products. 

2.4.3. The Buyer shall also ensure that the subscriber details are revealed only to the PUBLISHER and not to any third party. 

2.5. Usage Restrictions : The Buyer shall not lend or rent the Journals to any other institution or individual. The Journals shall not be used for any purpose other than for the subscriber, personal or non-commercial use, and for the institutional subscriber. 

2.6. Usage of Products : The Buyer shall use the Journals in accordance with the terms and conditions set out in this Agreement and any other terms and conditions agreed between should be in writing. 

2.7. Perpetual Usage : The Buyer shall not use the Journals for perpetual usage and shall ensure that the Journals are used only for the subscription period specified in the Purchase Order. 

2.7. Perpetual Usage : The Buyer shall not use the Journals for perpetual usage and shall ensure that the Journals are used only for the subscription period specified in the Purchase Order. 

3. TERMS AND CONDITIONS FOR Buyer FOR TENDER

3.1. Purpose : This Agreement establishes the terms and conditions that Buyer must adhere to when submitting tenders on behalf of STM Journals/Publisher (refer to journals under STM Journals and/or any journals which are sold/distributed/promoted under STM Journals by the PUBLISHER). The purpose of this Agreement is to ensure that all tender applications are submitted accurately, completely, and in compliance with all legal and ethical standards. 

3.2. Authorization : The Buyer representatives can only apply for tenders on behalf of STM Journals if they have received prior written authorization from the company's authorized representative. 

3.3. Responsibilities : The authorized Buyer of STM Journals must ensure that all Buyer understand and comply with the company's policies and procedures (“Attachment B, which is incorporated herein for the reference”). The following responsibilities apply to all Buyer when submitting tenders on behalf of STM Journals. 

3.4. Compliance with Tender Requirements : All tender applications must comply with the tender requirements as specified in the tender documents. The Buyer must ensure that the application meets all the requirements, including technical and financial specifications and any other mandatory conditions.

3.5. Accuracy of Information : All information provided in the tender application must be accurate, complete, and verifiable. The Buyer must ensure that all information submitted is correct and that any supporting documents are authentic and current.

3.6. Compliance with Legal and Ethical Standards : All Buyer must comply with all relevant legal and ethical standards when applying for tenders on behalf of Publisher. The Buyer must ensure that all tender applications are in compliance with applicable laws, regulations, and ethical standards.

3.7. Confidentiality : All Buyer must maintain the confidentiality of all information related to the tender application process, including any confidential information related to the Publisher. 

3.8. Conflict of Interest : All Buyer must disclose any conflicts of interest that may arise in the tender application process. The Buyer must ensure that any conflicts of interest are managed appropriately.

3.9. Timely Submission : All tender applications must be submitted on time. The Buyer must ensure that the application is submitted within the specified deadline and that any additional information or documents are submitted promptly. 

3.10. Acceptance of Tender : The Buyer has the sole authority to accept or reject any tender application submitted on behalf of Publisher. 

3:11. Liability : In no case or scenario can the PUBLISHER be held liable for errors, omissions, or offers/warranties made by the Buyer without the prior written consent of the PUBLISHER, even if authorization to apply and bid for the tender has been given. 

3.12. All terms and conditions specified in the tender documents are applicable to Buyer who submit a tender application on behalf of PUBLISHER. The PUBLISHER reserves the right to accept or reject any tender application in its sole discretion.

3.12. All terms and conditions specified in the tender documents are applicable to Buyer who submit a tender application on behalf of PUBLISHER. The PUBLISHER reserves the right to accept or reject any tender application in its sole discretion.

4. PRODUCTS

The PUBLISHER shall provide the Buyer with the products identified in Attachment A attached hereto (the "products").

5. PRICING

5.1. The PUBLISHER shall provide the Buyer with a suggested retail price ("SRP") for each journal. 

5.2: Non-disclosure : The Buyer shall not disclose any financial quote or pricing information to any third party without the publisher's prior written consent. 

6. PAYMENT

6.1. The Buyer shall pay the PUBLISHER for all Journals subscription in advance only, before the commencement of the service.

6.2. The Buyer shall pay by cheque/RTGS/Demand Draft only within 7 Days to the PUBLISHER; failing which PUBLISHER shall initiate legal action and also terminate this Agreement if deemed necessary.

6.3. Discount and Commission Clause : The Buyer who is authorized to submit tender applications on behalf of PUBLISHER may be entitled to receive discounts or commissions for successful bids. The discount or commission percentage and payment terms will be specified as per the tender documents (“Attachment C, which is incorporated herein for the reference”).

6.4. The discount or commission amount will be calculated based on the net amount of the successful bid, which is the bid amount minus any applicable taxes, duties, or other charges. 

6.5. The discount or commission payment will be made to the Buyer, as specified in the tender documents. The payment will be made after the successful bidder has fulfilled all the terms and conditions of the contract, including the delivery of the goods or services as per the agreed schedule and specifications.

6.6. The publisher reserves the right to modify or withdraw the discount or commission at any time before the tender submission deadline. 

6.7. In case of any dispute related to the discount or commission payment, the matter will be resolved through mutual discussion and negotiation between the Buyer and the PUBLISHER. 

6.8. The discount or commission payment will be subject to applicable taxes, duties, or other charges as per the prevailing laws and regulations. The Buyer will be responsible for complying with all relevant tax and regulatory requirements. 

6.9. The Buyer must disclose any potential conflict of interest related to the discount or commission payment. 

6.10. The PUBLISHER reserves the right to reject any tender application or terminate any contract if a conflict of interest arises or is discovered after the tender submission deadline.

6.11. Taxes: The Buyer shall be responsible for all taxes and duties applicable to the sale and distribution of the Journals, including any value-added tax, goods and services tax, custom duties, etc. as applicable.

6.11. Taxes: The Buyer shall be responsible for all taxes and duties applicable to the sale and distribution of the Journals, including any value-added tax, goods and services tax, custom duties, etc. as applicable.

7. MARKETING AND PROMOTION  

7.1. The Buyer shall be responsible for marketing and promoting the Journals, subject to the PUBLISHER'S approval of all marketing materials and strategies. 

7.1. The Buyer shall be responsible for marketing and promoting the Journals, subject to the PUBLISHER'S approval of all marketing materials and strategies. 

7.2. Manpower and Training : The Buyer shall employ personnel with appropriate skills and training to sell, distribute and promote the Journals.

7.3. The Buyer shall also provide adequate training to its employees to ensure proper handling and distribution of the Journals, and their usage by the subscribers.

8. SHIPPING AND DISPATCH

8.1. Dispatch Method : All Journals will be dispatched via India Post registered post or speed post service, depending on the chosen delivery speed option. The PUBLISHER will bear the postage and handling charges.

8.2. Delivery Time : Delivery time for registered post will be 10-20 days (within India), and for speed post, it will be 5-15 days (within India) from the date of dispatch. However, please note that delivery times may vary depending on the destination location. 

8.3. Addressing : It is important that the delivery address provided is correct and complete. The PUBLISHER will not be responsible for any delays or losses caused due to incorrect or incomplete addresses.

8.4. Tracking : India Post provides a tracking facility for registered post and speed post services. The PUBLISHER will provide the tracking details to the recipient soon after the item is dispatched. 

8.5. Damage Responsibility : In case of damage to the package during transit, whether due to the rainy season or any other reason, the PUBLISHER will not be responsible for any damages caused. It is the recipient's responsibility to report any damages to India Post and file a claim for compensation, if applicable. 

8.6. Return Policy : In case of undelivered or returned items, the India Post will not be responsible for the postage and handling charges for re-dispatching the item. The recipient will bear the re-dispatching charges.

8.7. Complaints : Any complaints regarding the dispatched item should be brought to the attention of the PUBLISHER immediately. The PUBLISHER will work with India Post to resolve the issue and ensure timely delivery. 

9. ONLINE ACCESS OR ONLINE SUBSCRIPTION OF JOURNALS  

9.1. Information Storage and Retrieval : The Buyer shall comply with the PUBLISHER policies for storage and retrieval of information related to the Journals (“Attachment B, which is incorporated herein for the reference”).

9.2. The Buyer shall not reproduce, modify, or create derivative works based on the Journals without the PUBLISHER’S prior written consent.

9.3. Lost or Corrupted Data : The Buyer shall not hold the PUBLISHER responsible for any lost or corrupted data due to the internet or any other technical difficulties. The Buyer shall take appropriate measures to prevent such loss or corruption. 

9.4: Loss of Post or Data due to Internet : The PUBLISHER shall not be responsible for any loss of post or data due to the internet or any other technical failure beyond its reasonable control. 

10. INTELLECTUAL PROPERTY

The PUBLISHER retains all intellectual property rights in the Journals, and the Buyer may not use any of the PUBLISHER'S trademarks or other intellectual property without the PUBLISHER'S prior written consent.

11. TERM AND TERMINATION

11.1. This Agreement shall commence on the effective date and continue until terminated by either party upon written notice.

11.2. The Terms and Conditions in this agreement shall be binding upon the Buyer and any violation of these Terms and Conditions may result in the termination of this Agreement and the cessation of any further business dealings with the PUBLISHER. 

11.3. Effective Date and Duration Clause : This Agreement shall become effective on the date of execution on both Parties and shall continue in full force and effect until the completion of the services or delivery of the goods as specified in the Agreement, unless otherwise terminated in accordance with the provisions of this Agreement.

11.4. The initial term of this agreement shall be as stated in the Agreement, and may be extended for additional periods of time by mutual written agreement between the Parties. Either Party may terminate this Agreement at any time, with or without cause, upon giving the other Party written notice of termination at least 30 days prior to the effective date of termination.

11.4. The initial term of this agreement shall be as stated in the Agreement, and may be extended for additional periods of time by mutual written agreement between the Parties. Either Party may terminate this Agreement at any time, with or without cause, upon giving the other Party written notice of termination at least 30 days prior to the effective date of termination.

11.5. Except for the obligations and responsibilities that, by their inherent nature, would persist beyond the termination of this Agreement, the cessation of this Agreement shall terminate all duties and obligations of the Parties. Termination of this Agreement shall not discharge either Party from any obligations or liabilities incurred prior to the effective date of termination.

11.6. Any waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 

11.7. This Agreement shall be governed by and construed in accordance with the domestic laws without giving effect to any choice of law or conflict of law provisions. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts and each Party consents to the jurisdiction of such courts.

11.8. This Agreement shall remain in effect until terminated by either party. The PUBLISHER may terminate this Agreement at any time upon written notice to the Buyer for any reason, including a breach of this Agreement. Upon termination, the Buyer shall immediately cease all distribution and sale of the Journals. 

12. CONFIDENTIALITY

Both parties shall keep all confidential information received from the other party confidential and shall not disclose it to any third party. 

13. WARRANTIES AND INDEMNIFICATIONS

13.1. Indemnification : The Buyer agrees to indemnify and hold harmless the PUBLISHER from and against any and all claims, damages, liabilities, costs, and expenses arising from any breach of this Agreement, or any claims arising from any acts or omissions of the Buyer. 

13.2. Force Majeure : Performance by either party under this Agreement is excused during the period such performance is prevented or delayed by government restrictions (whether with or without valid jurisdiction), war or warlike activity, insurrection or civil disorder, or any other causes similar or dissimilar to the foregoing that are beyond the control of either party and are not foreseeable at the time the agreement is executed. 

4. ENTIRE AGREEMENT

14.1. This Agreement constitutes the entire agreement between the PUBLISHER and the Buyer and supersedes all prior understandings and agreements, whether written or oral, relating to the subject matter of this Agreement.

14.2. Governing Law and Jurisdiction : This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the publisher is located.

14.3. Any dispute arising under this Agreement shall be resolved by the courts of the jurisdiction where the publisher is located, and the parties hereby consent to the exclusive jurisdiction and venue of such courts for the resolution of any such disputes.

14.4. The PUBLISHER and the Buyer in any such dispute shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such dispute.

14.5. Severability : If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.

14.6. Amendment : This Agreement may be amended or modified only by written agreement signed by the PUBLISHER and the Buyer. 

14.7. Waiver : No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom enforcement of such waiver is sought.

14.8. Any waiver of a provision shall not be construed as a waiver of any other provision or a continuing waiver of the same provision in the future.

14.9. Assignment : The Buyer will not assign and transfer any of their rights or obligations under this Agreement without the prior written consent of the publisher. Any attempted assignment or transfer in violation of this provision shall be null and void.

14.10. Notices : Any notice, demand, or request required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or sent by certified mail, return receipt requested, postage prepaid, or by overnight courier service to the parties at their respective addresses set forth in the signature block below or to such other addresses may be designated in writing by either party to the other party.

14.11. Resolution of Dispute Clause : Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in Delhi, India, and shall be conducted in the English language.

14.12. The arbitrator shall be appointed by the PUBLISHER, and the Buyer agree to accept the decision of the arbitrator as final and binding on Both Parties. The cost of the arbitration proceedings, including the fees and expenses of the arbitrator, shall be borne equally by the Parties, unless the arbitrator determines otherwise in the final award. 

14.13. Nothing in this Clause shall prevent either Party from seeking injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of the dispute by arbitration. 

14.14. The Parties agree to continue to perform their respective obligations under this Agreement during the pendency of any dispute or arbitration proceedings, except to the extent that performance is rendered impossible or impracticable by the dispute or its resolution.