TRANSACTION AGREEMENT

Carpet Thailand MARKETING AND DISTRIBUTION AGREEMENT
“Seller”
Whichexpression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors andpermitted assigns) of the First Part;
, a company incorporated under the Companies Act, 1956, having its Corporate office at ————————————————————————(hereinafter referred to as,

. which expression, unless itbe repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) of theSecond Part.(Seller and Carpet Thailand may be referred to as ‘Party’ individually and as ‘Parties’ collectively, as the context may require).
RECITALS

Carpet Thailand carries on the business of the business of sales promotions, marketing, fulfillment services, and collection services. Carpet Thailand owns a website which is an online market place, where users of the Website can place order
(s) on various listed Seller to fulfillthe same. Carpet Thailand’s role is limited to managing
over which the products are displayed and other incidentalservices are provided to enable the transactions between the Sellers and the Buyers.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
Buye
shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services.Orde
shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services.
Website”
means www.CarpetThailand.com and instances of the same(iv)
Seller Panel”
means a uniform resource locator
URL
provided by Carpet Thailand to Seller with a unique login and password toupdate the order status, price and inventory on the same.

ORDER MANAGEMENT:

Carpet Thailand reserves the right to select the products to be displayed on its Website. Carpet Thailand also reserves the right todetermine the Sellers who may sell on the Website.

Carpet Thailand shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity thatprovides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Carpet Thailand on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as anagent of the Seller with the sole intent of facilitating the transactions of the Seller
Carpet Thailand shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturingthe Buyer
order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging anddispatch of product to the end Buyers. Carpet Thailandwill separately inform the Seller regarding the modalities involved to accessthe Orders of Buyers, by way of direct access through a “Seller Panel and packaging guidelines shall be shared through e-mail. Seller shall provide content & images of its products to be displayed at Website. Seller will update the dispatch details onthe Seller Panel provided by Carpet Thailand or any other mode as may be notified by Carpet Thailand from time to time
On receipt of the Order, Seller will make the products ready for dispatch along with corresponding invoices in favour of buyerwithin 2 (two) working days. In case of delay, Carpet Thailand will be immediately informed by Seller, along with the expected time ofdispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch Buyerwithin the period as stipulated above, Carpet Thailand will be nonetheless be entitled to the marketing fee on the product as agreedto in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and or anyguidelines given by Carpet Thailand from time to time. Seller also undertakes that it shall not promote its products, services, offers,packages, etc to the Buyer directly, indirectly and or through email, sms or any other electronic or physical mode.

FINANCIAL TERMS

The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and payment collection fees as mentioned in standard format attached herewith in