Authorized Reseller Terms and Conditions
1. Definitions.
For the purposes of these Distributor Terms and Conditions, the following terms shall have the meanings set out below:
a) "Company", "Indogulf", "we", "us", or "our" means Indogulf BioAg and its affiliates, subsidiaries, successors, and assigns, as applicable.
b) "Products" means any goods, products, formulations, materials, or related items offered for sale by Indogulf from time to time.
c) "Reseller", "Distributor", "you", or "your" means any business entity, distributor, dealer, retailer, online seller, marketplace seller, or other commercial purchaser approved by Indogulf to purchase and resell Products.
d) "Marketplace" means any third-party online marketplace, e-commerce platform, digital commerce platform, online store, retail website, mobile application, social commerce platform, or similar sales channel through which Products may be offered, advertised, marketed, or sold.
e) "Sales Channel" means any online or offline channel through which Products are marketed, promoted, distributed, offered for sale, or sold, including own websites, marketplaces, retail stores, wholesale channels, and other commercial distribution networks.
f) "Marketing Materials" means any product descriptions, images, photographs, videos, labels, packaging artwork, logos, trademarks, promotional content, advertising materials, brochures, specifications, technical documents, certifications, or other content provided, approved, or made available by Indogulf.
g) "Intellectual Property Rights" means all intellectual property, and proprietary rights of any kind, whether registered or unregistered, including trademarks, service marks, trade names, logos, brand names, slogans, trade dress, copyrights, patents, designs, domain names, social media identifiers, product names, packaging, labels, artwork, photographs, videos, product descriptions, technical documentation, marketing materials, promotional content, website content, software, databases, know-how, trade secrets, confidential business information, proprietary processes, formulations, fermentation processes, carrier technologies, encapsulation methods, and production protocols for biofertilizers, biopesticides, microbial inoculants, and related agricultural biological products, proprietary microbial strains, isolates, consortia, cultures, and biological material specifications, and all other intellectual property rights and proprietary rights owned by, controlled by, or licensed to Indogulf, together with any applications, registrations, renewals, extensions, modifications, and related goodwill associated therewith.
h) "Confidential Information" means any non-public information disclosed by, obtained from, or relating to Indogulf, whether in written, electronic, visual, oral, digital, or any other form, including business information, pricing information, discount structures, reseller programs, sales data, customer information, supplier information, product specifications, formulations, technical information, product development information, marketing plans, business strategies, operational information, financial information, commercial terms, forecasts, trade secrets, know-how, proprietary processes, Intellectual Property Rights, and any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
i) "Terms" means these Authorized Reseller Terms and Conditions, as amended, updated shared or supplemented by Indogulf from time to time.
Unless the context otherwise requires, words importing the singular include the plural and vice versa, and references to any gender include all genders.
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2. Reseller Status and Relationship with Indogulf.
a) Approval as a Distributor does not grant any exclusive rights, territorial rights, agency rights, franchise rights, partnership rights, or any other special status unless expressly agreed by Indogulf in writing.
b) Indogulf reserves the right, at its sole discretion, to market, advertise, distribute, offer for sale, and sell its Products directly or indirectly through any channel, including its own websites, online platforms, marketplaces, retailers, distributors, wholesalers, dealers, agents, and other commercial partners.
c) Nothing contained in these Terms shall be construed as creating any partnership, joint venture, employment, fiduciary, agency, or representative relationship between Indogulf and any Reseller. Resellers shall operate as independent businesses and shall not represent themselves as agents, representatives, employees, or authorized spokespersons of Indogulf.
d) No Reseller shall have authority to make representations, warranties, commitments, guarantees, contractual obligations, or other assurances on behalf of Indogulf except as expressly authorized in writing by Indogulf.
e) Indogulf reserves the right to approve, reject, suspend, limit, or revoke Reseller status at any time and for any reason, including where a Reseller fails to comply with these Terms, applicable laws, Marketplace requirements, or Indogulf's policies and standards.
3. Account Registration and Eligibility.
a) To purchase Products for resale, a prospective Reseller shall be required to complete Indogulf's registration, on boarding, account opening, verification, or approval process and provide such information and documentation as Indogulf may reasonably request from time to time.
b) Resellers shall ensure that all information provided to Indogulf is complete, accurate, current, and not misleading. Any changes to business ownership, legal status, registered address, tax information, contact information, or other material details shall be promptly communicated to Indogulf.
c) Indogulf reserves the right to request additional documentation, business credentials, tax registrations, resale certificates, licenses, permits, financial information, references, or other information necessary to verify eligibility, compliance, creditworthiness, or business legitimacy.
d) Indogulf reserves the absolute right to accept or reject any application or account request without providing any reason.
e) Resellers shall be responsible for maintaining the confidentiality of their account credentials and for all activities conducted through their account. Any unauthorized use, suspected compromise, or security incident relating to a reseller account shall be reported to Indogulf immediately.
f) Indogulf may suspend, restrict, or deactivate any reseller account where it reasonably believes that inaccurate information has been provided, fraudulent activity has occurred, applicable laws have been violated, payment obligations remain outstanding, or continued account access may expose Indogulf, its customers, or its business interests to risk.
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4. Orders and Acceptance.
a) Submission of an order, purchase request, purchase order, or any other request for Products shall not constitute acceptance by Indogulf or create any obligation on Indogulf to supply the requested Products.
b) Indogulf reserves the right, at its sole discretion, to accept, reject, limit, cancel, or modify any order for any reason, including Product availability, inventory constraints, credit concerns, pricing discrepancies, suspected fraud, compliance concerns, regulatory requirements, or any breach of these Terms.
c) All orders shall be subject to Product availability at the time of acceptance. Indogulf does not guarantee the availability of any Product and reserves the right to discontinue, substitute, modify, suspend, or withdraw any Product at any time without prior notice.
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d) Any approved cancellation or modification may be subject to administrative charges, restocking fees, or other costs incurred by Indogulf.
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e) The Reseller shall be solely responsible for ensuring the accuracy of all order information, including Product selection, quantities, delivery details, billing information, and any other specifications submitted with an order. Indogulf shall not be responsible for delays, losses, or costs arising from inaccurate or incomplete order information provided by the Reseller.
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f) Any estimated delivery dates, fulfilment timelines, inventory forecasts, or availability information communicated by Indogulf are provided for convenience only and shall not constitute a guarantee or binding commitment.
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5. Pricing and Payments.
a) All Product pricing, wholesale rates, volume discounts, promotional offers, rebates, incentives, and other commercial terms are subject to change at any time at Indogulf's sole discretion unless otherwise expressly agreed in writing.
b) Product prices are exclusive of applicable taxes, duties, levies, shipping charges, handling charges, insurance costs, customs charges, and other governmental assessments, all of which shall be the responsibility of the Reseller unless otherwise specified by Indogulf.
c) All orders shall be prepaid prior to shipment. An order shall only be subject to confirmation once payment is made in full. However, Indogulf may at its sole discretion, extend credit terms to certain established Resellers. Established Reseller may be determined at the sole discretion of Indogulf.
d) Established Reseller accounts may be granted payment terms of thirty (30) days from the invoice date. The granting of credit terms may be modified, suspended, or withdrawn by Indogulf at any time.
e) Established Resellers that have been extended credit terms may be eligible for an early payment discount of one percent (1%) on the applicable invoice amount if payment is received within ten (10) days from the invoice date, subject to any conditions communicated by Indogulf.
f) Any overdue amounts may be subject to interest at the maximum rate permitted by applicable law.
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6. Minimum Advertised Price.
a) To protect the reputation, brand value, market positioning, and competitiveness of the Products, Indogulf may establish and communicate a Minimum Advertised Price ("MAP") applicable to certain Products.
b) Where a MAP has been communicated by Indogulf, Resellers shall not advertise, market, promote, display, publish, or otherwise communicate a price below the applicable MAP through any Sales Channel, including websites, online marketplaces, digital advertisements, email campaigns, social media platforms, printed materials, catalogues, promotional materials, or similar communications.
c) For purposes of this Clause, an advertised price by the Reseller includes any publicly displayed price, promotional offer, coupon, rebate, discount, bundled offer, or other pricing mechanism that effectively presents or communicates a price below the applicable MAP before completion of a sale.
d) Nothing in this Clause is intended to establish, control, or restrict the price at which a Reseller ultimately sells a Product to its customers. Resellers remain independently responsible for determining their own resale prices and conducting their business in compliance with applicable laws and Marketplace policies.
e) Indogulf reserves the right to monitor compliance with this Clause and may investigate any suspected violation. In the event of a violation, Indogulf may, at its sole discretion and without liability, issue warnings, suspend promotional benefits, restrict access to Products, place accounts on hold, cancel pending orders, suspend reseller privileges, or terminate reseller status.
f) Indogulf reserves the right to establish, modify, suspend, or withdraw MAP requirements for any Product at any time upon notice to Resellers.
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7. Prohibited Uses
a) Resellers shall not, directly or indirectly:
(i) use the Products, Marketing Materials, or Intellectual Property Rights of Indogulf in any unlawful, fraudulent, deceptive, misleading, or unethical manner;
(ii) make unauthorized representations, warranties, guarantees, certifications, or performance claims relating to the Products;
(iii) alter, modify, repackage, relabel, dilute, reverse engineer, tamper with, or otherwise interfere with the Products except as expressly authorized by Indogulf in writing;
(iv) engage in any activity that may damage the reputation, goodwill, or commercial interests of Indogulf or its Products;
(v) violate any applicable law, regulation, industry standard, or Marketplace requirement in connection with the marketing, distribution, or sale of the Products; or
(vi) use the Products, Confidential Information, Marketing Materials, or Intellectual Property Rights of Indogulf in any manner inconsistent with these Terms.
b) Any violation of this Clause may result in the immediate suspension or termination of Reseller’s privileges.
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8. Shipping, Delivery and Risk of Loss.
a) Indogulf shall use commercially reasonable efforts to process and ship accepted orders within its standard fulfilment timelines. Standard delivery timelines are generally between seven (7) and ten (10) business days from order confirmation, subject to destination, inventory availability, and carrier schedules. Any delivery dates, shipping estimates, lead times, or fulfilment schedules provided by Indogulf are estimates only and shall not constitute a guarantee or binding commitment.
b) Tracking details will be provided, where available, upon dispatch of the Products. Requests for expedited shipping, bulk shipments, or special delivery arrangements may be made by contacting Indogulf at distribution@indogulfbioag.com and shall be subject to availability and additional charges, where applicable.
c) Freight and shipping charges shall be calculated based on the shipment weight, destination, shipping method, and applicable carrier rates. Shipping methods, carriers, routing, packaging, and fulfilment arrangements shall be determined by Indogulf unless otherwise agreed in writing. The Reseller shall be responsible for all shipping charges, freight charges, insurance costs, customs duties, taxes, import fees, and other costs associated with the transportation and delivery of Products unless otherwise expressly stated by Indogulf.
d) Risk of loss, damage, theft, deterioration, or destruction of Products shall pass to the Reseller upon delivery of the Products to the carrier, shipping provider, or collection point designated for shipment. Thereafter, all risk relating to the Products shall be borne solely by the Reseller.
e) Indogulf shall not be liable for delays, losses, shortages, damages, or delivery failures caused by carriers, customs authorities, governmental actions, weather conditions, labor disputes, supply chain disruptions, force majeure events, or other circumstances beyond its reasonable control.
f) Indogulf reserves the right to make partial shipments, consolidate shipments, or delay fulfilment where inventory constraints, operational requirements, or other business considerations make such action necessary.
g) The Reseller shall be responsible for ensuring that all delivery information provided to Indogulf is accurate and complete. Indogulf shall not be liable for any costs, delays, losses, or additional charges arising from incorrect shipping instructions or delivery information supplied by the Reseller.
9. Inspection, Returns and Refunds.
a) The Reseller shall inspect all Products promptly upon receipt and shall notify Indogulf in writing of any shortage, shipping damage, visible defect, or incorrect shipment within seven (7) days following delivery or regarding alleged specification or contamination issue within fifteen (15) days. Failure to provide such notice within the applicable period shall constitute acceptance of the Products.
b) The above notification shall be accompanied with full documentary evidence including batch details, storage logs, shipment details, detail of the issue, where available, and the burden of proof shall rest solely on the Buyer to establish that the Product failed to meet agreed specifications at the time of dispatch and that the alleged defect did not arise from transit, storage, handling, environmental exposure, or deviation from agreed protocols.
c) Indogulf shall be entitled to a reasonable investigation period of up to thirty (30) business days upon receipt of complete documentation and may rely on Product, batch records, and validated internal testing methods, which shall constitute primary evidence of conformity. Indogulf shall have no liability where the Product meets quality control specifications at dispatch, where contamination occurs post-dispatch, where the Product is used beyond its intended or agreed scope.
d) In the event of a validly established claim, the Buyer’s sole and exclusive remedy shall be replacement of the affected Product or issuance of a credit note at Indogulf’s discretion, and to the maximum extent permitted by law. Indogulf may, in its sole discretion, authorize the return of Products that are defective, damaged during shipment, incorrectly supplied, or otherwise determined by Indogulf to be eligible for return. No Product may be returned without Indogulf's prior written authorization. Any request for return, replacement, refund, or credit must be submitted in accordance with Indogulf's applicable return procedures and instructions.
e) Indogulf shall not be liable for any indirect, incidental, special, consequential, or business interruption damages, loss of profits, loss of goodwill, or third-party claims, and its total aggregate liability shall in no event exceed the invoice value of the specific batch giving rise to the claim.
f) Unless otherwise approved by Indogulf in writing, returned Products must be unused, unopened, unaltered, in their original packaging, and in resalable condition. Indogulf reserves the right to reject any return that does not satisfy these requirements.
g) The Reseller shall be responsible for all return shipping costs, handling costs, insurance costs, and related expenses unless the return results solely from an error attributable to Indogulf.
h) Except where expressly approved by Indogulf in writing, Products shall not be eligible for return solely because they remain unsold, excess inventory exists, market demand has changed, or the Reseller has discontinued its business operations.
10. Product Storage, Handling and Inventory Management.
a) The Reseller shall store, handle, transport, display, and manage all Products in accordance with applicable laws, industry standards, Product instructions, safety requirements, storage recommendations, and any guidance issued by Indogulf from time to time.
b) The Reseller shall take all reasonable measures to protect Products from contamination, deterioration, damage, tampering, improper storage conditions, environmental exposure, theft, or misuse.
c) Products shall not be altered, repackaged, reverse-engineered, relabelled, diluted, mixed, modified, or otherwise changed from their original condition without Indogulf's prior written approval.
d) The Reseller shall maintain appropriate inventory management practices, including stock rotation, expiry-date monitoring, batch identification, and traceability records where applicable.
e) Indogulf shall not be responsible for any loss of quality, reduction in effectiveness, spoilage, contamination, product deterioration, customer claims, regulatory action, or other damages resulting from improper storage, handling, transportation, inventory management, or use of the Products by the Reseller or any third party.
f) Where a product recall, safety issue, quality concern, regulatory inquiry, or similar event arises, the Reseller shall cooperate fully with Indogulf and promptly provide such information, inventory records, customer information, distribution records, and other assistance as may reasonably be requested by Indogulf.
g) Indogulf reserves the right to require the suspension of sales, withdrawal of Products from the market, quarantine of inventory, or implementation of corrective measures where necessary to protect customers, comply with legal requirements, preserve product integrity, or safeguard the reputation of the Products or the Indogulf brand.
11. Authorized Sales Channels.
a) Resellers may market, advertise, and sell Products only through lawful and reputable Sales Channels that comply with applicable laws, regulations, industry standards, and the requirements set forth in these Terms.
b) Resellers shall be solely responsible for ensuring that all Sales Channels through which Products are offered or sold are operated in a professional manner and do not adversely affect the reputation, goodwill, integrity, or market positioning of Indogulf or its Products.
c) Indogulf reserves the right to prohibit, restrict, suspend, or require the discontinuation of sales through any Sales Channel that it reasonably determines may:
(i) create customer confusion;
(ii) misrepresent the Products;
iii) damage the reputation of Indogulf or its Products;
(iv) facilitate counterfeit, unauthorized, deceptive, or unlawful sales practices;
(v) violate applicable laws, regulations, marketplace policies, or industry standards; or
(vi) otherwise pose a commercial, legal, regulatory, or reputational risk to Indogulf.
d) Resellers shall not appoint sub-distributors, resellers, dealers, agents, brokers, fulfilment partners, or other third parties to market or sell the Products without the prior written consent of Indogulf.
e) Indogulf may, at its discretion, support, facilitate, or permit the sale of Products through particular Sales Channels. However, nothing in these Terms shall be construed as an obligation on Indogulf to approve, maintain, continue supporting, or supply Products for any specific Sales Channel, marketplace, website, distributor, or platform.
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12. Sales and Listing Standards.
a) Where Products are offered, marketed, advertised, displayed, or sold through any Sales Channel including website, online store, marketplace, social commerce platform, mobile application, digital catalogue, or other electronic channel, the Reseller shall ensure that all Product listings are accurate, complete, current, and consistent with information provided or approved by Indogulf.
b) Resellers shall not create, publish, or distribute any Product listing, description, image, specification, technical claim, comparison, certification reference, promotional statement, or other content that is false, misleading, inaccurate, deceptive, incomplete, or likely to cause customer confusion.
c) Without Indogulf's prior written approval, Resellers shall not:
(i) materially alter Product descriptions, technical specifications, instructions for use, certifications, labels, warnings, or safety information;
(ii) use unauthorized product images, packaging designs, logos, trademarks, or marketing materials;
(iii) remove, obscure, modify, or replace any branding, trademark notices, warnings, or product identifiers;
(iv) represent themselves as the manufacturer, owner, creator, or official representative of any Product; or
(v) make any statement that may mislead customers regarding the origin, composition, performance, approval status, or availability of the Products.
d) Resellers shall promptly correct any inaccurate, outdated, misleading, or non-compliant content upon becoming aware of such issue or upon request by Indogulf.
e) Indogulf reserves the right to require modification, correction, suspension, or removal of any listing, advertisement, promotional material, or online content that it reasonably determines to be inconsistent with these Terms or harmful to the Products, customers, or the Indogulf brand.
13. Marketing, Advertising and Product Claims.
a) Resellers may market and promote the Products only in a manner that is truthful, accurate, responsible, and consistent with applicable laws, regulations of Marketplaces, industry standards, and any marketing guidelines issued by Indogulf from time to time.
b) Resellers shall use only Marketing Materials, Product information, technical specifications, certifications, statements, and promotional content that have been provided, published, approved, or otherwise authorized by Indogulf.
c) Resellers shall not make, publish, imply, or communicate any representation, warranty, guarantee, certification claim, performance claim, scientific claim, efficacy claim, environmental claim, agricultural claim, health claim, or other statement regarding the Products that has not been expressly approved by Indogulf.
d) Without limiting the foregoing, Resellers shall not:
(i) guarantee specific agricultural, commercial, financial, biological, environmental, or performance outcomes;
(ii) make unsupported claims regarding yield improvement, crop performance, soil enhancement, pest control, disease prevention, or similar results;
(iii) misrepresent the regulatory status, certification status, composition, ingredients, approvals, testing, or performance characteristics of any Product; or
(iv) engage in any false, deceptive, unfair, misleading, disparaging, or unlawful advertising practice.
e) The Reseller shall be solely responsible for all advertising, promotional activities, customer communications, and marketing materials created or distributed by it.
f) Indogulf reserves the right to require the immediate withdrawal, correction, modification, or discontinuation of any marketing, advertising, promotional content, or public communication relating to the Products and the Reseller shall promptly comply with such request.
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14. Intellectual Property.
a) All Intellectual Property Rights relating to the Products, Marketing Materials, trademarks, trade names, logos, labels, packaging, product designs, product photographs, videos, technical documentation, website content, promotional materials, and other proprietary content shall remain the sole and exclusive property of Indogulf or its licensors.
b) No right, title, ownership interest, license, or other proprietary right is transferred to any Reseller except for the limited, non-exclusive, non-transferable, revocable right to use approved Marketing Materials solely for the purpose of marketing and reselling the Products in accordance with these Terms.
c) Resellers shall not:
(i) register, acquire, use, or attempt to obtain any trademark, trade name, domain name, social media account, business name, keyword, advertising identifier, or other designation that incorporates or is confusingly similar to any Intellectual Property Rights of Indogulf;
(ii) challenge, dispute, contest, or assist any third party in challenging the validity, ownership, or enforceability of Indogulf's Intellectual Property Rights;
(iii) alter, modify, distort, remove, obscure, or misuse any trademark, logo, label, packaging, copyright notice, warning, or proprietary notice associated with the Products;
(iv) create derivative works, adaptations, translations, or modified versions of Marketing Materials without Indogulf's prior written consent; or
(v) use Indogulf's Intellectual Property Rights in any manner that may damage, dilute, tarnish, or adversely affect the reputation, goodwill, or distinctiveness of the Indogulf brand.
d) Upon suspension or termination of Reseller status, or upon request by Indogulf, the Reseller shall immediately cease all use of Indogulf's Intellectual Property Rights and remove all related content from its websites, listings, advertising materials, promotional campaigns, and other Sales Channels. Indogulf reserves all rights not expressly granted under these Terms.
15. Product Integrity and Anti-Counterfeiting.
a) To preserve Product quality, customer confidence, and brand integrity, Resellers shall maintain the Products in their original condition and packaging unless otherwise expressly authorized by Indogulf in writing.
b) Resellers shall not:
(i) alter, modify, relabel, repackage, dilute, recondition, refurbish, split, combine, tamper with, or otherwise change any Product;
(ii) remove, replace, obscure, or modify packaging, labels, safety information, batch numbers, serial numbers, expiry information, or other product identifiers;
(iii) market, distribute, or sell counterfeit, imitation, unauthorized, substituted, expired, adulterated, diverted, stolen, recalled, or otherwise non-genuine Products; (iv) knowingly facilitate the distribution of Products through unauthorized channels or unlawful supply chains; or
(v) engage in any activity that may create confusion regarding the authenticity, source, origin, quality, condition, or approval status of any Product.
c) If a Reseller becomes aware of any suspected counterfeit activity, Product tampering, diversion, infringement, unauthorized distribution, customer complaint relating to authenticity, or similar issue involving the Products, the Reseller shall promptly notify Indogulf and cooperate fully with any investigation or corrective action.
d) Indogulf reserves the right to investigate suspected violations of this Clause and may require the Reseller to provide records, inventory information, sourcing information, customer information, or other documentation reasonably necessary to verify compliance.
e) Any violation of this Clause shall constitute a material breach of these Terms and may result in immediate suspension or termination of reseller privileges without notice.
16. Compliance with Applicable Laws.
a) Resellers shall comply with all applicable laws, regulations, rules, industry standards, governmental requirements, and regulatory obligations relating to the purchase, marketing, advertising, storage, transportation, distribution, sale, export, import, and use of the Products.
b) Without limiting the foregoing, Resellers shall be responsible for complying with all applicable requirements relating to consumer protection, product safety, labelling, advertising, marketing practices, data privacy, electronic commerce, environmental compliance, trade controls, sanctions, import and export controls, tax obligations, licensing requirements, and marketplace or platform rules applicable to their business operations.
c) Resellers shall obtain and maintain all licenses, permits, registrations, certifications, approvals, authorizations, and governmental filings required for their activities in the jurisdiction of purchase and sale of the Products and shall bear sole responsibility for any failure to do so.
d) Resellers shall not market, advertise, distribute, export, import, or sell Products into any jurisdiction where such activity would violate applicable law or regulatory requirements.
e) The Reseller shall promptly notify Indogulf of any governmental inquiry, regulatory investigation, enforcement action, legal proceeding, product complaint, recall notice, warning letter, or similar matter relating to the Products that may reasonably affect Indogulf, its Products, or its business operations.
f) Indogulf reserves the right to suspend shipments, reject orders, require corrective action, restrict sales activities, or terminate Reseller status where it reasonably believes that a Reseller has violated applicable laws, regulations, or the requirements of this Clause.
17. Product Warranty.
a) Indogulf warrants solely that, at the time of shipment, the Products shall materially conform to the specifications expressly published or provided by Indogulf for such Products.
b) The foregoing warranty shall apply only to Products that are properly stored, handled, transported, and used in accordance with applicable instructions, specifications, recommendations, and industry practices.
c) Any claim relating to a defective Product must be submitted to Indogulf in writing within a reasonable period following discovery of the alleged defect and must include sufficient information, documentation, photographs, batch details, and supporting evidence reasonably requested by Indogulf.
d) Upon verification of a valid warranty claim, Indogulf may, at its sole discretion:
(i) replace the affected Product; or
(ii) provide a credit for the affected Product.
e) The remedies set forth in this Clause constitute the Reseller's sole and exclusive remedies for any warranty claim relating to the Products.
18. Disclaimer of Warranties.
a) Except as expressly set forth in Clause 17, the Products are provided on an "as is" and "as available" basis, and Indogulf expressly disclaims all representations, warranties, conditions, guarantees, and undertakings of any kind, whether express, implied, statutory, or otherwise.
b) Without limiting the foregoing, Indogulf disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, accuracy, reliability, performance, and suitability for any specific use, application, environment, crop, soil condition, agricultural practice, or business objective.
c) Indogulf does not warrant or guarantee:
(i) any particular crop yield, agricultural outcome, biological response, commercial benefit, or financial result;
(ii) compatibility with any specific farming practice, growing condition, climate, crop variety, treatment program, or application method;
(iii) uninterrupted availability of any Product; or (iv) that the Products will meet the individual expectations or requirements of any Reseller or end customer.
d) No employee, Distributor, Reseller, representative, consultant, agent, marketing material, advertisement, website content, technical guidance, recommendation, or other communication shall create any warranty, guarantee, or representation beyond those expressly set forth in these Terms.
19. Indemnification.
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a) The Reseller shall defend, indemnify, and hold harmless Indogulf, its affiliates, officers, directors, employees, representatives, successors, and assigns from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(i) the Reseller's breach of these Terms;
(ii) the Reseller's violation of any applicable law, regulation, governmental requirement, or industry standard;
(iii) any marketing, advertising, promotional statement, representation, warranty, guarantee, or claim made by the Reseller that has not been expressly approved by Indogulf;
(iv) the Reseller's storage, handling, transportation, distribution, marketing, or sale of the Products;
(v) any misuse, alteration, relabelling, reverse engineering, repackaging, modification, contamination, or tampering of the Products by the Reseller or any third party acting on its behalf;
(vi) any infringement or alleged infringement arising from materials, content, or information created or supplied by the Reseller; or
(vii) the negligence, misconduct, fraud, or unlawful acts or omissions of the Reseller.
b) The obligations under this Clause shall survive suspension, termination, expiration, or cessation of the reseller relationship.
20. Limitation of Liability.
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a) To the fullest extent permitted by applicable law, Indogulf shall not be liable for any indirect, incidental, special, exemplary, punitive, consequential, or enhanced damages arising out of or relating to the Products, these Terms, or the reseller relationship, regardless of the legal theory asserted and even if advised of the possibility of such damages.
b) Without limiting the foregoing, Indogulf shall not be liable for any loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of anticipated savings, crop loss, reduced crop yield, production losses, operational interruptions, loss of customers, reputational harm, or similar economic losses.
c) To the fullest extent permitted by applicable law, Indogulf's aggregate liability arising out of or relating to the Products, these Terms, or any transaction with a Reseller shall not exceed the total amount paid by the Reseller to Indogulf for the specific Product giving rise to the claim.
d) The limitations and exclusions contained in this Clause shall apply regardless of the form of action, whether based in contract, tort (including negligence), strict liability, statutory liability, equity, or otherwise.
21. Confidentiality.
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a) The Reseller acknowledges that, in the course of its relationship with Indogulf, it may receive or obtain access to Confidential Information belonging to Indogulf.
b) The Reseller shall:
(i) maintain the confidentiality of all Confidential Information;
(ii) use Confidential Information solely for purposes directly related to the purchase, marketing, distribution, and resale of the Products;
(iii) not disclose Confidential Information to any third party except to its employees, contractors, advisors, or representatives who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those contained herein; and
(iv) implement reasonable administrative, technical, and organizational safeguards to protect Confidential Information against unauthorized access, disclosure, misuse, loss, or theft.
c) The obligations contained in this Clause shall not apply to information that the Reseller can demonstrate:
(i) is or becomes publicly available through no fault of the Reseller;
(ii) was lawfully known to the Reseller prior to disclosure by Indogulf;
(iii) is lawfully obtained from a third party without restriction on disclosure; or
(iv) is independently developed without use of or reference to Indogulf's Confidential Information.
d) Where disclosure of Confidential Information is required by law, regulation, court order, or governmental authority, the Reseller shall, to the extent legally permitted, provide prompt notice to Indogulf and cooperate in seeking appropriate protective measures.
e) Upon request by Indogulf or upon termination of the Reseller relationship, the Reseller shall promptly cease use of and return, destroy, or permanently delete all Confidential Information in its possession or control, except where retention is required by applicable law.
f) The obligations under this Clause shall survive indefinitely post termination of the Reseller relationship with Indogulf.
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22. Data Privacy.​
a) Indogulf may collect, receive, access, use, store, process, transfer, and otherwise handle personal information and business information provided by Resellers in connection with account registration, order processing, payment administration, logistics, customer support, compliance obligations, business operations, and management of the reseller relationship.
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b) Indogulf shall process such information in accordance with applicable data protection, privacy, and information security laws and shall implement reasonable administrative, technical, and organizational safeguards designed to protect such information against unauthorized access, disclosure, alteration, loss, misuse, destruction, or other unlawful processing.
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c) Indogulf may engage service providers, contractors, affiliates, payment processors, logistics providers, technology providers, and other third parties to process information on its behalf for legitimate business purposes, provided that such parties are subject to appropriate confidentiality and data protection obligations.
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d) Resellers acknowledge and agree that information provided to Indogulf may be transferred, stored, processed, and accessed in jurisdictions where Indogulf, its affiliates, service providers, or business partners operate, subject to applicable legal requirements.
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e) Additional information regarding Indogulf's privacy and data handling practices is available in Indogulf's Privacy Policy, as amended from time to time, which is incorporated into these Terms by reference.
23. Suspension and Termination.​
a) Indogulf reserves the right, at its sole discretion and without liability, to suspend, restrict, or terminate a Reseller's account, purchasing privileges, access to Products, promotional programs, discounts, or Reseller status at any time upon written notice as per these Terms.
b) Without limiting the foregoing, Indogulf may immediately suspend or terminate the reseller relationship where the Reseller:
(i) breaches these Terms;
(ii) fails to make timely payment of any amount due;
(iii) violates applicable laws, regulations, or governmental requirements;
(iv) engages in misleading, deceptive, fraudulent, unethical, or unlawful business practices;
(v) infringes or misuses Indogulf's Intellectual Property Rights;
(vi) violates the MAP or other reseller policies issued by Indogulf;
(vii) damages or threatens to damage the reputation, goodwill, or commercial interests of Indogulf;
(viii) becomes insolvent, enters bankruptcy proceedings, ceases business operations, or becomes subject to receivership or similar proceedings; or
(ix) otherwise presents a commercial, legal, operational, or reputational risk to Indogulf.
c) Upon suspension or termination:
(i) all rights granted to the Reseller under these Terms shall immediately cease;
(ii) the Reseller shall discontinue use of Indogulf's Intellectual Property Rights, Marketing Materials, and other proprietary content;
(iii) all outstanding payment obligations shall become immediately due and payable;
(iv) Indogulf may cancel pending orders or suspend future shipments; and
(v) the Reseller shall comply with any reasonable transition, withdrawal, corrective action, or inventory-related instructions issued by Indogulf.
d) Termination shall not affect any rights, remedies, obligations, liabilities, or claims accrued prior to the effective date of termination.
e) Any provision which by its nature is intended to survive termination, including provisions relating to Intellectual Property Rights, Confidentiality, Indemnification, Warranty Disclaimers, Limitation of Liability, Payment Obligations, Governing Law, and Dispute Resolution, shall survive termination of these Terms.
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24. Force Majeure.​
a) Indogulf shall not be liable for any delay, failure, interruption, shortage, inability to perform, or other non-performance arising directly or indirectly from events or circumstances beyond its reasonable control.
b) Such events may include, without limitation, acts of God, natural disasters, floods, fires, storms, earthquakes, epidemics, pandemics, public health emergencies, war, terrorism, civil unrest, labor disputes, strikes, lockouts, transportation disruptions, supply chain interruptions, shortages of raw materials, utility failures, cyber incidents, governmental actions, regulatory restrictions, sanctions, import or export restrictions, or failures of suppliers, carriers, service providers, or other third parties.
c) During the continuation of a Force Majeure event, Indogulf may suspend, delay, allocate, modify, or cancel orders, deliveries, shipments, or other obligations without liability.
d) If the Force Majeure Event continues for a period more than ninety days, Indogulf or the Reseller may terminate the Order, without any liability or breach of these Terms.
e) Indogulf shall resume performance as soon as reasonably practicable following cessation of the Force Majeure event; however, nothing in this Clause shall require Indogulf to settle labor disputes, obtain substitute materials, or incur unreasonable costs to overcome the effects of a Force Majeure event.
f) A Force Majeure event shall not relieve the Reseller of its obligation to pay amounts that became due and payable prior to the occurrence of such event.
25. Governing Law and Dispute Resolution.​
a) These Terms, and any dispute, claim, controversy, or cause of action arising out of or relating to the Products, the Reseller relationship, or these Terms, shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
b) The Reseller irrevocably agrees that the state courts and federal courts located in the State of Wyoming shall have exclusive jurisdiction over any dispute, claim, action, or proceeding arising out of or relating to these Terms, the Products, or the reseller relationship.
c) Notwithstanding the foregoing, Indogulf reserves the right to seek temporary, preliminary, or permanent injunctive relief, equitable relief, or other protective remedies in any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information, proprietary information, business interests, or other legal rights.
26. Miscellaneous.​
a) These Terms constitute the entire relationship between Indogulf and the Reseller with respect to the subject matter hereof and supersede all prior or contemporaneous communications, understandings, representations, proposals, negotiations, and agreements relating thereto.
b) Indogulf reserves the right to amend, modify, update, supplement, or replace these Terms at any time. Any revised version shall become effective upon publication, notification, continued purchase of Products, continued use of a reseller account, or as otherwise specified by Indogulf.
c) No failure or delay by Indogulf in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right, remedy, power, or privilege.
d) If any provision of these Terms is held to be invalid, illegal, unenforceable, or contrary to applicable law, such provision shall be modified or interpreted to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
e) The Reseller may not assign, transfer, delegate, sublicense, or otherwise dispose of any rights or obligations under these Terms without the prior written consent of Indogulf. Indogulf may assign or transfer its rights and obligations under these Terms without restriction.
f) Any notices required or permitted under these Terms may be provided by mail, courier, email, account notification, website posting, or any other reasonable method determined by Indogulf.
g) Nothing in these Terms shall be construed to create any partnership, joint venture, agency, fiduciary relationship, employment relationship, franchise relationship, or other similar arrangement between the parties.
h) The headings contained in these Terms are for convenience only and shall not affect the interpretation of any provision.