Fulfilment by Odyody
Fulfilment by Odyody ("FBO") provides fulfilment and associated services for the Seller’s Products. FBO is operated by Odyody Seller Services.
These FBO Service Terms are part of the OdyOdy Seller’s Business Solutions Agreement ("Business Solutions Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in FBO. By registering for or using FBO, you (on behalf of yourself or the business you represent) agree to be bound by the business solutions agreement and these FBO service terms. Unless defined in these FBO Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.
1. FBO Definitions
"FBO Excluded Product" means, with respect to the OdyOdy Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the Program Policies for OdyOdy site.
"OdyOdy Fulfilment Units" means Units fulfilled using FBO that are sold through the OdyOdy Site. For avoidance of doubt, if the Seller has successfully registered for both FBO and Selling on OdyOdy, then the term "OdyOdy Fulfilment Units" and the defined term "OdyOdy-Fulfilled Products" in the Selling on OdyOdy Service Terms both refer to the same items.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Seller Agreement" means the Selling on OdyOdy Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by OdyOdy) between the Seller and us that permits the Seller to list and sell products via the OdyOdy Site.
"Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.
"Site Fulfilment Centre(s)" means the fulfilment centre(s) designated or used by OdyOdy to store and fulfil Units in connection with a particular OdyOdy Site.
"Unit" means a unit of Seller Product that the Seller deliver to OdyOdy in connection with the FBO Programme in connection with the OdyOdy Site.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with OdyOdy before shipment or do not match the product that was registered; (c) that is an FBO Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Programme Policies); or (d) that OdyOdy determines is otherwise unsuitable.
2.1 On registration and acceptance into FBO, the Seller must apply to register each product (except FBO Excluded Products), the Seller wishes to include in the FBO programme. The Service Provide may refuse registration in FBO of any product in connection with the OdyOdy Site, including on the basis that it is an FBO Excluded Product or that it violates applicable Programme Policies. The Seller may at any time withdraw registration of any of its Products from FBO in connection with the OdyOdy Site.
2.2 The Seller shall, as required by the Service Provider, in accordance with applicable Programme Policies, provide complete and promptly update accurate information about Seller Products registered in FBO (including Harmonized System of Nomenclature / Service accounting Code, if applicable).
3. Shipping/ Transport to OdyOdy
3.1 The fulfillment service for which units are registered, will be delivered to customers in India only. The Seller will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight "C.I.P. (Carriage and Insurance Paid) Destination"; and (c) all Units comply with OdyOdy's labelling and other requirements.
3.2 The Seller will be responsible for all costs, duties, custom duty, taxes and other charges incurred to ship/transport the Units to the intended destination (including costs of freight and transit insurance). The Seller will prepay all such shipping/transport costs and OdyOdy will not pay any such costs except as provided in Clause 4.2.
3.3 If the Seller ships Units to a Site Fulfilment Centre from outside of India, the seller will list itself as the importer/consignee and nominate a customs broker. OdyOdy reserves the right to refuse to accept any Units if OdyOdy is listed on any import documentation, covered by the import documents and any costs assessed against or incurred by OdyOdy will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at Seller’s expense.
3.4 The Seller will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit). We may return or dispose of or destroy any Unsuitable Unit as provided in Clause 8:
- a. if we decide in our sole discretion that the Unit creates a safety, health or liability risk to OdyOdy, our personnel or any third party;
- b. if the Seller fails to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify the Seller that the Unit has been recalled; or
- c. except as otherwise provided in this Clause, if the Seller refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within ninety (90) calendar days after we notify the Seller that we are in possession of it. In addition, the Seller will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.
4.1 On the confirmation of receipt of delivery, we will provide storage services as described in these FBO Service Terms and will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Fulfilment Centre. No physically mark of Units will be provided by us.
4.2 If there is a loss of or damage to any Units while we store them, we will, as Seller’s sole remedy, pay the Seller the applicable Replacement Value (as described and defined in the FBO Guidelines for the OdyOdy Site) which shall absolve us of our total liability towards such damaged or lost unit.
4.3 In consideration of payment of the Replacement Value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. The Seller will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, the Seller will be solely responsible for any loss of, or damage to, any Units.
4.4 A confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Seller Product(s) specified by the Seller for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement.
4.5 We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Site Fulfilment Centres, and The Seller will comply with any of these restrictions or limitations.
We will ship Units from our inventory of Seller Products in connection with the OdyOdy Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants.
6. Customer Returns
6.1 We will receive and process returns of any OdyOdy Fulfilment Units in accordance with the terms of your Seller Agreement, these FBO Service Terms and the Programme Policies for the OdyOdy Site. Any Sellable Units registered in connection with the OdyOdy Site that are also OdyOdy Fulfilment Units and that are properly returned will be placed back into the inventory of Seller Products in the FBO programme for the OdyOdy Site. We may fulfil customer orders for Seller Products in connection with the OdyOdy Site with any OdyOdy Fulfilment Units returned in connection with the OdyOdy Site except as provided in Clause 7, you will retake title of all Units that are returned by customers.
6.2 Except as provided in Clause F-6, we will, at Seller direction, either return or dispose of or destroy any OdyOdy Fulfilment Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Clause 7. Without limitation of our rights under Clause 7.1, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Clause 8, and the Seller will be deemed to have consented to our election if the Seller fail to direct us to return or dispose of or destroy the Unsuitable Unit within ninety (90) calendar days after we notify the Seller of the Unsuitable Unit.
6.3 The Seller will be responsible for all tax obligations including but not limited to goods and services taxes as result of any returns.
7. Returns and Disposal to the Seller
7.1 The Seller may, at any time, request that Units be returned to the Seller. We may return Units to the Seller for any reason, including upon termination of these Service Terms. These returned shipments will be sent to Seller designated shipping address in the territory in which the applicable Site Fulfilment Centre is located (or, at OdyOdy's sole discretion, Seller designated shipping address within India. If the address we have for the Seller in connection with the OdyOdy Site is outdated, incorrect or outside India or if we cannot make arrangements for the Seller to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as provided herein. For all Units that are returned to the Seller, the Seller is solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to the Seller. The Seller is also solely responsible for dealing with clearing the Units from any checkposts.
7.2 The Seller may, at any time, request that we dispose of or destroy Units. We may dispose of or destroy any Unit we are entitled to dispose of or destroy in the manner we prefer. Subject to Clause 5 above, title to each disposed or destroyed Unit will transfer to us as necessary for us to dispose of or destroy the Unit, and we will retain all proceeds, if any, received from the disposal of any Unit.
7.3 The Seller will promptly notify us of any recalls or threatened recalls of any of Seller Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to the Seller under our standard processes. The Seller will be responsible for all costs and expenses the Seller, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Seller Products (including the costs to return, store, repair, liquidate or deliver to the Seller or any vendor any of these products).
7.4 Disposal of Unsuitable Units. In the event any OdyOdy Fulfilment Unit is returned to our Site Fulfilment Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement (including as described in Clause 4.2), destroy such Unit in case (a) the Seller fail to remove such Unit from our Site Fulfilment Centre within a period of ninety (90) days from the date we notify the Seller ; and (b) if we in our sole and absolute discretion determine that such Unit has no Replacement Value.
The Seller is responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Fulfilment Centres. The Seller will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements.
9. Customer Service
9.1 We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to OdyOdy Fulfilment Units. We will have the right to determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any OdyOdy Fulfilment Unit and to require the Seller to reimburse us where we determine the Seller has responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Programme Policies for the applicable OdyOdy Site). Except as provided in this Clause 10 regarding any OdyOdy Fulfilment Units, customer service will be handled as set forth in your Seller Agreement. The Seller will be responsible for related customer service enquiries including but not limited to pricing and tax obligations including but not limited to, sales, service and goods and services taxes invoices and credit memos.
9.2 In situations relating to OdyOdy Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by the Seller or any of your employees, agents or contractors, we will, as your sole and exclusive remedy and at our option for any OdyOdy Fulfilment Unit (i) ship a replacement Unit to the customer and pay the Seller the applicable Replacement Value (as described in the FBO Guidelines for the OdyOdy Site) for the replacement Unit or (ii) process a refund to the customer and pay the Seller the Replacement Value for the Unit. Any customer refund will be processed in accordance with the Selling on OdyOdy Service Terms. Notwithstanding the terms of the Selling on OdyOdy Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on OdyOdy Service Terms and these Service Terms, respectively.
9.3 If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to Clause 8, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Clause 7. If we do put it back into your inventory, the Seller will compensate us for the applicable Replacement Value of the returned Unit. Any replacement Unit shipped by us underthese Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from the Seller to the customer via the OdyOdy Site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.
10.1 Fees. The Seller will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the FBO Fee Schedule for the OdyOdy Site chargeable from the beginning on the day (up to midnight) that the Unit arrives at the Site Fulfilment Centre and is available for fulfilment by OdyOdy (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from the Seller to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit.
10.2 Shipping and Gift Wrap. For any OdyOdy Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the FBO programme. As between the Seller and us, these charges will be your tax inclusive charges to the customer, and we will report them to the Seller. We will charge the Seller (and the Seller will pay us) a fee equal to the amount inclusive of all taxes of such charges to the customer.
10.3 Taxes on Fees Payable to OdyOdy. In regard to these Service Terms the Seller can provide a goods and services tax registration number or evidence of being in business, if the Seller do not have a goods and services tax registration number. If the Seller has goods and services tax registered, or in business but not goods and services tax registered, the Seller provides the following warranties and representations:
- (a) all services provided by OdyOdy to the Seller is being received by your establishment under your designated goods and services tax registration number; and
- (b) the goods and services tax registration number, or the evidence of being in business, the Seller submits to OdyOdy belongs to the business the Seller operates; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the goods and services tax registration number, if evidence of being in business, the Seller submits to OdyOdy.
OdyOdy reserves the right to charge the Seller any applicable unbilled goods and services tax if the Seller provides a goods and services tax registration number, or evidence of being in business, that is determined to be invalid. goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic goods and services tax invoices in a format and method of delivery as determined by OdyOdy. All payments by OdyOdy to the Seller shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. OdyOdy will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. Upon receipt of the evidence of deduction of tax, OdyOdy will remit the amount evidenced in the certificate to the Seller. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, OdyOdy shall have the right to utilize the retained amount for discharging its tax liability.
Where the Seller has deposited the taxes, the Seller will issue an appropriate tax withholding certificate for such amount to OdyOdy and OdyOdy shall provide necessary support and documentation as may be required by the Seller for discharging your obligations. OdyOdy has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case OdyOdy successfully procures such an order, it will communicate the same to the Seller. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source. Any taxes applicable in addition to the fee payable to OdyOdy shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by the Seller.
10.4 Registration of Fulfilment Centres for goods and services tax: OdyOdy agrees to issue a no-objection certificate as required to enable the Seller to register the Site Fulfilment Centres as your additional place of business from a goods and services tax regulations perspective. In the event, your goods (or Site Fulfilment Centres) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on the Seller, while OdyOdy would support this process as reasonably required. The Seller further represents and warrants that the Seller will not register Site Fulfilment Centres as your principal place of business but only as an additional place of business.
In addition to your obligations under Clause 8 of the Business Solutions Agreement, the Seller also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Clause 5 of this agreement regardless of whether such Unit is the actual item the Seller originally sent to us), including any personal injury, death or property damage; and b) any of Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes, against any consequences arising from investigation or enquiry by the tax authorities due to any reason or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.
IN ADDITION TO THE DISCLAIMER IN CLAUSE 11 OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND THE SELLER HEREBY WAIVES ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
13. Effect of Termination
Following any termination of the Business Solutions Agreement or these FBO Service Terms in connection with the OdyOdy Site, we will, as directed by the Seller, return to the Seller or dispose of or destroy the Units registered in connection with the OdyOdy Site as provided under this agreement. Upon any termination of these FBO Service Terms in connection with the OdyOdy Site, all rights and obligations of the parties under these FBO Service Terms with regard to the OdyOdy Site will be extinguished, except that the rights and obligations of the parties under Clauses 2, 3, 4, 5, 6, 7, 8, 9, 10,12,13 and 14 with respect to Units received or stored by OdyOdy as of the date of termination will survive the termination.
14. Additional Representation
In addition to your representations and warranties in Clause 7 of the Business Solutions Agreement, the Seller represents and warrants to us that:
- a. the Seller has valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBO Service Terms;
- b. the Seller will deliver all Units to us in new condition (or in such condition otherwise described by the Seller in the applicable Seller Product listing) and in a merchantable condition;
- c. all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law;
- d. no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour;
- e. the Seller and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).
The product labelling and packaging regime makes incumbent the metric system as the standard of weights and measures in India and defines the testing, calibration and accreditation of metric- administering bodies; it also governs the packaging and sale of goods utilising such measures. The Food Safety and Standards Authority of India (FSSAI) has assumed a very proactive role with a stronger law being in place.FBO Guidelines for the OdyOdy Site)
Policies and requirements
Before listing products for Fulfillment by Odyody it's important to know what the policies and requirements that impact you as a seller using Odyody to fulfill orders for your products.
- Customer Feedback
- Customer Returns for Orders Placed on Odyody
- Customer Service for Multi-Channel Fulfillment Orders
- Lost and Damaged Inventory Reimbursement Policy
Customers can leave feedback for you on orders Odyody fullfiled products. Negative feedback related to order fulfillment or customer service provided by odyodycan be stricken through.
Odyody’s return policies determine how odyody fulfilled customer returns are handled and under what circumstances you may be eligible for a full or partial reimbursement for a return accepted by odyody.
You are responsible for replacements, refunds, and returns for multi-channel fulfillment orders.
You may be eligible for a full or partial reimbursement for inventory that is either lost or damaged when it is under Odyody's control (damaged by an odyody logistics, in the fulfillment center, or during delivery to a customer).
FBO Product Restrictions
Before listing products for Fulfillment by Odyody, it's important to know what is suitable for our fulfillment process and what is unsuitable. Be sure to review all sections below for additional product requirements and restrictions.
Product requirements and restrictions
Even if selling in a category does not require approval, selling certain products may require approval. To submit a request to sell products in the Software category, Laser pointers and related products in any category, Odyody Frustration-Free Packaging products in any category, Hoverboard products in any category.