Vendor (Seller) Agreement

This Vendor (Seller) Agreement is between RYSAG INDIA PRIVATE LIMITED ("RYSAG") and the selling organisation you register ("you", "Vendor"). It applies in addition to the Terms of Use. By registering a company on RYSAG Sellers, the person accepting confirms they are authorised to bind that company.

1. Appointment

1. RYSAG provides a marketplace on which you list and sell your products to licensed dealers. You are the seller and the supplier of record for GST. RYSAG does not buy, own or take title to your goods.
2. You appoint RYSAG as your collection agent to receive payment from dealers on your behalf, and authorise RYSAG to deduct its commission, GST on that commission, tax collected at source, and any other amount properly due, before settling the balance to you.
3. RYSAG is an e-commerce operator for the purposes of section 52 of the CGST Act, 2017.

2. Onboarding and verification

You will provide your legal name, constitution, GSTIN, PAN, registered address, authorised signatory details, bank account for settlement, and KYC documents. RYSAG may verify any of these with the issuing authority, and may withhold listing or settlement until verification completes.

Bank details are stored encrypted; only the last four digits are displayed. Keep them current — settlements follow the account on file.

3. Your product warranties

For every product you list, you warrant that:

1. it is lawful to manufacture, stock, exhibit for sale and sell in India, and is registered wherever registration is required — including registration under section 9(3) of the Insecticides Act, 1968 with the Central Insecticides Board & Registration Committee, registration under the Fertilizer (Control) Order, 1985, and compliance with the Seeds Act, 1966 and the Seeds (Control) Order, 1983 as applicable;
2. none of its active ingredients is banned, refused registration, or withdrawn for manufacture, sale or use in India under any notification made under the Insecticides Act;
3. you hold a valid manufacturing or marketing licence for it, and are authorised to sell it on this marketplace;
4. the label, leaflet, composition, registration number, batch and expiry data, cautionary symbols, antidote statement and directions for use are accurate, complete and as approved — label content you supply is reproduced verbatim and you are responsible for its accuracy;
5. packaging and declarations comply with the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011;
6. the goods are genuine, not counterfeit, not misbranded or adulterated within the meaning of the Insecticides Act, and have sufficient remaining shelf life for the dealer to resell them; and
7. the HSN code and GST rate on the listing are correct.

You will not list any product outside the categories RYSAG has approved for you.

4. Pricing, stock and orders

1. You set your prices. The dealer price you publish must not exceed the MRP you declare, and both must be consistent with the pack.
2. You are responsible for the accuracy of stock. Stock shown available is reserved against a dealer's order at checkout; you may not decline an order because you were mistaken about stock.
3. On a confirmed order you will process, pack and dispatch within the fulfilment window published to you, from the warehouse on the order.
4. Pack in sealed, tamper-evident cartons appropriate to the hazard class of the goods, and comply with the rules on carriage of hazardous goods where they apply.

5. Invoicing and transport documents

1. You raise the GST tax invoice in your own name to the dealer, with the correct place of supply and tax treatment (CGST+SGST or IGST). RYSAG generates it from the order data you supplied; you remain the supplier and are responsible for its correctness and for reporting it in your returns.
2. Invoice numbering is per vendor per financial year, allotted by the Platform, and is sequential and gap-free.
3. Where Rule 138 of the CGST Rules requires it, an e-Way Bill is generated for the consignment. Where a transporter is used, the lorry receipt is attached to the shipment.
4. Once issued, an invoice is immutable. RYSAG does not cancel it, reduce it, or issue a credit note against it on your behalf. Where a refund to the dealer is approved under the Refund & Cancellation Policy, the invoice stands as issued and the refunded amount is recovered in full from your settlements. No adjustment to your output tax arises through the Platform; any adjustment you consider due is a matter between you and your tax adviser.

6. Commission, taxes and settlement

1. RYSAG charges commission at the rate published to you for the category, and raises its own tax invoice on you for that commission with GST.
2. RYSAG collects tax at source under section 52 of the CGST Act on the net taxable value of supplies made through the Platform, and files the statement in FORM GSTR-8. The amount collected is available to you as a credit in your electronic cash ledger. You are responsible for reconciling it in your own returns.
3. Settlements are computed from RYSAG's double-entry ledger: gross order value, less commission, less GST on commission, less TCS, less payment gateway charges and any refunds, chargebacks or claims properly deducted.
4. Settlements are released on the published cycle to the bank account on file, and each settlement statement itemises every deduction with the orders it relates to.
5. RYSAG may withhold settlement of a specific amount pending investigation of a dispute, a chargeback, a regulatory direction or a suspected breach. We will tell you the amount and the reason.
6. Raise any settlement discrepancy within 30 days of the statement.

7. Returns, claims and recalls

1. Damaged, short or wrong consignment claims raised by a dealer within the window in the Refund & Cancellation Policy are your responsibility where the fault lies with the goods, the packing or the dispatch.
2. Approved claims are settled by refund to the dealer and recovered in full from your settlements. RYSAG's commission on the original order is not reversed, and no credit note is issued.
3. You will notify RYSAG immediately of any batch recall, stop-sale order, registration cancellation or safety alert affecting a product you have listed, and will cooperate in withdrawing it and in notifying affected dealers.

8. Compliance, takedown and audit

1. RYSAG may remove or suspend any listing that appears unlawful, unregistered, misbranded, banned or in breach of policy, with the reason recorded, and may suspend an account pending investigation.
2. You will cooperate with any audit or inspection RYSAG or a regulator reasonably requires, and produce licences, registrations and batch records on request.
3. You will comply with all applicable law, including anti-bribery and anti-money-laundering law.

9. Content licence

You grant RYSAG a non-exclusive, royalty-free, India-wide licence to host, reproduce, display and adapt for formatting purposes the product content, images and marks you upload, for operating and promoting the marketplace and your storefront at *{slug}*.rysag.com. You warrant you have the rights to grant this.

10. Indemnity

You will indemnify RYSAG and hold it harmless against all claims, penalties, losses and costs arising from: the goods you sell; any inaccuracy in your listing, label or invoice data; any breach of the warranties in clause 3; any regulatory action relating to your products; and any infringement of third-party rights by content you supply.

11. Confidentiality

Each party will keep the other's non-public commercial information confidential and use it only for this relationship.

12. Term, termination and effect

Either party may terminate on 30 days' notice. RYSAG may terminate or suspend immediately for a material breach, a product-safety or regulatory issue, or a direction from an authority. On termination you must fulfil orders already confirmed; RYSAG will settle amounts properly due on the normal cycle after deducting claims and any amounts withheld under clause 6.5. Clauses 5, 6, 7, 10, 11 and 13 survive.

13. Governing law

This Agreement is governed by the laws of India, with jurisdiction and arbitration as set out in the Terms of Use.

14. Version

Your acceptance is recorded at registration with the version accepted. Material changes are published with a new version.