Seller Agreement

1. Introduction

This Seller Agreement ("Agreement") is entered into between A to Z Spares ("A to Z Spares", "we", "us", "our" or "Platform") and the individual, business, dealer, distributor, manufacturer or other entity registering to sell products through the A to Z Spares marketplace ("Seller", "you" or "your").

By registering as a Seller, creating a seller account, listing products or accepting orders through A to Z Spares, you agree to be bound by this Seller Agreement, our Terms & Conditions, Privacy Policy and other applicable marketplace policies.

3. Seller Eligibility

To register as a Seller, you must be legally capable of entering into a binding agreement under applicable Indian law.

The Seller confirms that:

• The Seller is at least 18 years old where registering as an individual.
• The Seller has authority to enter into this Agreement on behalf of a business or organization, where applicable.
• All information provided during registration is accurate, complete and current.
• The Seller is legally authorized to sell the products listed on the Platform.

4. Seller Registration & Verification

Sellers may register through the seller/vendor registration facility available on the website.

Depending on the Seller's business type and applicable requirements, A to Z Spares may request additional information for verification.

• Seller name or business name.
• Contact person's name.
• Phone number and email address.
• Business and/or registered address.
• Tax or business information where applicable.
• Payment or bank information for payouts where applicable.
• Other information reasonably required for marketplace operations.

Registration does not automatically guarantee approval. A to Z Spares may approve, reject, restrict or request additional information from a Seller.

5. How Selling Works

6. Product Listing Requirements

Sellers are responsible for ensuring that every product listing is accurate, complete and not misleading.

Product listings should include, where applicable:

• Correct product name.
• Accurate product description.
• Product photographs or images that may legally be used.
• Brand and model information.
• Part number or compatibility information.
• Product condition.
• Available stock quantity.
• Selling price.
• Applicable taxes or charges.
• Warranty information.
• Return/replacement information.
• Relevant shipping information.

Sellers must promptly update listings where product availability, price, specifications or other important information changes.

7. Product Authenticity & Quality

Sellers represent that products listed on the Platform are genuine, lawful and suitable for sale, subject to applicable law and the product description.

• Counterfeit products must not be listed or sold.
• Products must not be knowingly misrepresented.
• Sellers must not claim a product is genuine, original, compatible or manufacturer-approved unless such claim is accurate and supportable.
• Defective or damaged products must be accurately disclosed where they are legally permitted to be sold.
• Products must comply with applicable safety and legal requirements.

8. Product Pricing

Sellers are responsible for setting and maintaining accurate product prices through the Platform, subject to applicable marketplace rules.

• Prices must not be intentionally misleading.
• Applicable taxes and charges must be handled in accordance with applicable law and Platform requirements.
• Sellers must update prices when necessary.
• A to Z Spares may take action where pricing information is incorrect, misleading or technically affected by an error.

9. Inventory & Stock Management

Sellers are responsible for maintaining accurate inventory information.

• Products shown as available should reasonably be available for fulfillment.
• Sellers should update stock information promptly.
• Repeated acceptance of orders without stock availability may result in account review or restrictions.
• Sellers should not intentionally create false stock information.

10. Orders & Order Fulfillment

Sellers are responsible for appropriately processing and fulfilling orders assigned to them through the marketplace.

• Orders should be processed within the applicable timeframe.
• Products should match the product description and order details.
• Sellers should package products appropriately for transportation.
• Sellers should provide accurate shipping information where required.
• Sellers should not cancel legitimate orders without a reasonable reason.

11. Shipping & Delivery

Sellers must follow the shipping and fulfillment procedures communicated by A to Z Spares.

• Products should be securely packed before dispatch.
• Shipping labels and order information must be accurate.
• Sellers must hand over products to the designated courier or logistics provider where applicable.
• Sellers should provide tracking information where required.
• Deliberate shipment delays or false tracking information are prohibited.

Additional shipping requirements may be communicated through the Seller dashboard or applicable shipping policy.

12. Returns, Replacements & Refunds

Sellers agree to comply with the applicable return, replacement and refund procedures of A to Z Spares and applicable law.

Depending on the product and circumstances, a Seller may be responsible for issues including:

• Wrong product shipped.
• Incorrect quantity.
• Product significantly different from the listing.
• Damaged product caused by inadequate packaging.
• Defective product where the Seller is responsible.
• Other issues covered by the applicable return policy.

The final handling of a return, replacement or refund may depend on the specific product, seller policy, marketplace policy, evidence available and applicable law.

13. Marketplace Fees, Commission & Charges

A to Z Spares may charge sellers marketplace commissions, transaction charges, payment processing charges, shipping-related charges, service fees or other applicable charges.

Applicable charges, commission rates and payout terms may be communicated through the Seller dashboard, seller onboarding information, commercial terms or other official communication from A to Z Spares.

A to Z Spares may update applicable commercial terms with appropriate communication to Sellers.

14. Seller Payouts

Seller payouts will be processed according to the applicable payout schedule and marketplace procedures.

• Sellers must provide accurate payout/bank information.
• A payout may be delayed where an order is under dispute, return, refund, fraud review or other verification.
• Applicable fees, commissions, refunds, chargebacks or other permitted deductions may be adjusted before payout.
• Sellers are responsible for ensuring their payout information remains accurate.

15. Taxes & Legal Compliance

Sellers are responsible for complying with all tax, business, licensing, invoicing and other legal requirements applicable to their business and products.

Where applicable, Sellers may be required to provide GST, PAN, business registration or other statutory information.

A to Z Spares may request documentation or information reasonably required for legal, tax, compliance or marketplace purposes.

16. Customer Information & Data Protection

Sellers may receive limited customer information where necessary to fulfill an order or provide authorized customer service.

Sellers agree to use customer information only for legitimate purposes connected with the relevant transaction.

• Do not sell customer information.
• Do not use customer information for unauthorized marketing.
• Do not share customer information with unauthorized persons.
• Take reasonable steps to protect customer information.
• Do not retain customer information unnecessarily.

Sellers must comply with applicable privacy and data protection requirements and the A to Z Spares Privacy Policy.

17. Communication With Customers

Sellers may communicate with customers where permitted through the Platform for legitimate order-related purposes.

Sellers must not use marketplace customer information to redirect customers to unauthorized channels for the purpose of avoiding applicable marketplace fees or controls.

Sellers must not send abusive, threatening, misleading or unauthorized promotional communications to customers.

18. Prohibited Products & Activities

Sellers must not list, promote or sell products that are unlawful, counterfeit, stolen, restricted or otherwise prohibited under applicable law or marketplace rules.

Examples of prohibited activities include:

• Counterfeit or fake products.
• Stolen products.
• Fraudulent listings.
• Misleading product claims.
• Unauthorized use of third-party trademarks.
• Fake reviews or rating manipulation.
• Fake orders or transaction manipulation.
• Products prohibited by applicable law.
• Attempts to compromise or damage the Platform.

19. Intellectual Property

Sellers must ensure that all product images, descriptions, trademarks, logos, videos and other content uploaded to the Platform are legally authorized for use.

Sellers must not upload content that infringes the copyright, trademark, patent, design or other intellectual property rights of another person or business.

20. Reviews & Ratings

Sellers must not attempt to manipulate customer reviews or ratings.

• No fake reviews.
• No paid or fabricated ratings.
• No review manipulation using multiple accounts.
• No threats or pressure against customers for negative reviews.
• No incentives intended to create misleading reviews.

21. Seller Performance & Marketplace Standards

A to Z Spares may monitor marketplace performance indicators to maintain a reliable customer experience.

These may include:

• Order fulfillment rate.
• Cancellation rate.
• Dispatch performance.
• Return and replacement rate.
• Customer complaints.
• Product quality concerns.
• Policy violations.
• Fraud or suspicious activity.

Poor or repeated performance may result in warnings, listing restrictions, temporary suspension or termination, subject to applicable law and Platform procedures.

22. Seller Account Security

Sellers are responsible for maintaining the security of their account credentials.

• Do not share your password with unauthorized persons.
• Use accurate account information.
• Immediately report suspected unauthorized access.
• Do not allow unauthorized persons to operate your account.

Sellers may be responsible for activities conducted through their account where appropriate and permitted by law.

23. Platform Rights

A to Z Spares may, where reasonably necessary and permitted by law:

• Review seller accounts and product listings.
• Request additional seller or product information.
• Remove or restrict products that violate policies.
• Restrict seller accounts.
• Temporarily suspend seller activities.
• Investigate suspicious or fraudulent activity.
• Update marketplace features and procedures.
• Modify marketplace commercial terms with appropriate notice.

24. Suspension & Termination

A to Z Spares may suspend, restrict or terminate a Seller account where there is a reasonable basis to believe that the Seller has:

• Violated this Seller Agreement.
• Violated the Terms & Conditions.
• Provided false or misleading information.
• Sold prohibited or counterfeit products.
• Engaged in fraudulent activity.
• Repeatedly failed to fulfill customer orders.
• Misused customer information.
• Infringed third-party rights.
• Created a security or legal risk for the Platform.

Where required by applicable law, appropriate notice or process may be provided.

25. Seller Representations & Warranties

By participating in the marketplace, the Seller represents that:

• The Seller has authority to enter into this Agreement.
• Product information supplied by the Seller is accurate to the best of the Seller's knowledge.
• The Seller has the right to sell the listed products.
• Products comply with applicable legal requirements.
• Seller activities will not knowingly infringe third-party rights.
• The Seller will comply with applicable Platform policies.

26. Indemnification

To the extent permitted by applicable law, the Seller agrees to indemnify and hold harmless A to Z Spares, its affiliates, employees, directors, service providers and representatives from claims, losses, damages, liabilities and reasonable expenses arising from:

• Seller's violation of this Agreement.
• Seller's violation of applicable law.
• Product-related claims attributable to the Seller.
• Misleading or inaccurate product listings.
• Intellectual property infringement caused by Seller content.
• Misuse of customer information.
• Fraudulent or unauthorized Seller activity.

27. Limitation of Liability

To the maximum extent permitted by applicable law, A to Z Spares will not be liable for indirect, incidental, special or consequential losses arising from Seller's use of the Platform.

A to Z Spares does not guarantee uninterrupted availability of the marketplace or that every technical feature will always be error-free.

Nothing in this Agreement is intended to exclude or limit any liability that cannot legally be excluded or limited under applicable law.

28. Confidentiality

Sellers may receive confidential or commercially sensitive information through their participation in the marketplace.

Sellers agree not to misuse or disclose confidential information obtained through A to Z Spares except where necessary for legitimate marketplace operations or where disclosure is required by law.

29. Changes to Seller Agreement

A to Z Spares may update this Seller Agreement from time to time to reflect changes in marketplace operations, technology, applicable laws or business requirements.

Updated terms may be published on the website, Seller dashboard or communicated through appropriate electronic channels.

Continued use of the marketplace after applicable changes may constitute acceptance of the updated Agreement, subject to applicable law.

30. Governing Law & Jurisdiction

This Seller Agreement shall be governed by and interpreted in accordance with the laws of India.

Subject to applicable law, disputes arising from or relating to this Agreement shall be subject to the jurisdiction of the competent courts located in Lucknow, Uttar Pradesh, India.

31. Relationship Between Seller & A to Z Spares

Unless otherwise expressly agreed in writing, this Agreement does not create a partnership, joint venture, employment, agency or franchise relationship between A to Z Spares and the Seller.

The Seller remains responsible for its own business operations, products, employees, taxes, licenses and legal obligations.

32. Seller Acceptance

By selecting "Register as Seller", "Create Seller Account", "I Agree", or any similar acceptance option, or by listing, selling or fulfilling products through A to Z Spares, the Seller confirms that:

• The Seller has read and understood this Seller Agreement.
• The Seller agrees to comply with this Agreement.
• The Seller agrees to comply with the A to Z Spares Terms & Conditions and Privacy Policy.
• The Seller understands the responsibilities associated with selling through the marketplace.