Terms and Conditions
Last updated: December 22, 2025
Partner Agreement - True Commerce Global Ventures Pvt. Ltd.
The provisions of these terms and conditions ("Terms") govern the supply of products by you or the entity you represent (the "Partner") to True Commerce Global Ventures Pvt. Ltd. ("Company"). These Terms shall be read in conjunction with the general terms and conditions and in the event of any conflict between the General Terms and these Terms, the provisions of these Terms shall supersede and prevail.
The Company and the Partner are collectively referred to as the "Parties" or individually as a "Party", as the context may require.
IT IS HEREBY AGREED AS FOLLOWS:
1. Term
This Agreement shall be effective on and from the date of registration of the Partner on the website of the Company, i.e. https://truechemglobal.com ("Portal"), and shall remain valid unless otherwise terminated earlier in accordance with Clause 24 ("Termination and effects of termination").
2. Supply of Products
2.1 During the Term, the Partner shall supply products of such nature, description of which shall be specified in the relevant Purchase Orders ("Products"), to the Company, and the Company shall purchase the Products in accordance with the terms and conditions set forth in this Agreement and the respective Purchase Order(s).
2.2 The Partner shall, at the time of entering into this Agreement, create a virtual account on the Portal. The Partner shall have the right to access its virtual account on the Portal from time to time, which shall give the Partner access to the Purchase Order(s) issued by the Company, order tracking, dispatch & delivery timelines, packaging specifications, invoice tracking, and such other relevant information/ documents ("Partner Dashboard").
3. Purchase Orders
3.1 During the Term, the Company shall place orders (each a "Purchase Order") with the Partner for the supply of Products. The Purchase Order shall contain details with respect to the description and specifications of the Products, including but not limited to the delivery models, delivery locations, and the timelines for delivery of the Products.
3.2 Each Purchase Order raised by the Company shall be available for access by the Partner on the Partner Dashboard.
3.3 Within two (2) working days from the date on which the Company uploads the Purchase Order on the Partner Dashboard, the Partner shall communicate:
- its acceptance of the Purchase Order, or
- partial acceptance of the Purchase Order, subject to variation in terms and/or contents thereof, or
- rejection of the same on the Partner Dashboard.
3.4 A Purchase Order shall be deemed to be accepted by a Partner only upon issuance of an explicit acceptance in accordance with provisions of Clause 3.3 above within the timelines prescribed therein.
3.5 In the event of any conflict arising between the provisions of this Agreement and the Purchase Orders, the provisions of the Agreement shall prevail.
4. Delivery Timelines and Lead Time
4.1 The Partner hereby acknowledges that time is of essence in the performance of the obligations of the Partner under this Agreement and the Purchase Order(s). The Partner shall adhere to all the timelines as provided in the Purchase Order, including but not limited to the lead time as set out in the Purchase Order/ on the Partner Dashboard.
4.2 The Partner agrees not to ship any Products without the acceptance of the invoice by the Company. The Partner further agrees that the Company shall have the right to reject any invoice raised by it at its sole discretion.
4.3 In the event of a delay in delivery of the Products, the Company reserves the right to (i) cancel the relevant Purchase Order, in which case the Partner shall be liable to compensate the Company for any costs which may be incurred by the Company on account of such cancellation; or (ii) accept the relevant Purchase Order, and impose penalties on the Partner, as more particularly set forth in the Purchase Order/ on the Partner Dashboard.
5. Packaging Requirements
5.1 All Products to be delivered by the Partner, shall be appropriately packaged for delivery to the location(s)/ address(es) as set out in the relevant Purchase Order ("Delivery Destination"), in accordance with the instructions provided by the Company.
5.2 The Partner shall ensure that the packaging and labels for supply of the Products under this Agreement are in accordance with the specifications provided by the Company.
5.3 In the event of any damage caused to the Products during transportation on account of inadequate/ inappropriate packaging, the Partner shall be responsible for making good such damage and any ancillary costs associated therewith.
6. Quality Check
6.1 Upon delivery of the Products at the Delivery Destination, the Company shall arrange for an inspection of the Products, either themselves or through a third party appointed by the Company, to assess conformance of the Products with the specifications, and/or shortages, and/or defects communicated by the Company to the Partner in the relevant Purchase Order.
6.2 The Parties agree that upon delivery of the Products, the Partner shall provide to the Company, a duly executed declaration stating that the Partner has complied with all the specifications as set forth in the relevant Purchase Order.
7. Rejection and Returns
7.1 In case of any defect or fault in the Products, including but not limited to any deviation from the specifications, supplied by the Partner to the Company, the Company shall have the right to return each such defective/ faulty Product to the Partner. The Company shall notify the Partner of such defect or fault, in writing. Upon receipt of such notification, the Partner shall arrange for a (i) replacement, at the sole cost of the Partner; or (ii) refund of the Product, as notified by the Company.
7.2 The replacement/ refund of the defective/ faulty Products shall be initiated by the Partner within a period of five (5) working days from the date of receipt of notification from the Company.
8. Passing of Title and Risk
8.1 In the event that the Partner is engaged in the final delivery of the Products to the Delivery Destination, the title and risk to the Products shall pass from the Partner to the Company, upon final delivery of the Products to the Delivery Destination.
8.2 In the event that the Partner is not engaged in the final delivery of the Products to the Delivery Destination, the title and risk to the Products shall pass from the Partner to the Company, upon the loading of Products in the vehicles specified by the Company.
9. Payment Terms
9.1 The Company, under this Agreement, may make advance payments to the Partner of such amounts as communicated by the Company to the Partner. Such advance payment shall be made upon issuance of PO acceptance/ Invoice/proforma invoice by the Partner and all amounts due under the advance payment shall be liable to be adjusted against the amounts owed by the Company to the Partner.
9.2 The Partner shall raise on the Company, an invoice setting out the price for the Products, as agreed to in the Purchase Order ("Product Price") within such period as set out in the Purchase Order. Payment shall be made by the Company within three (3) Working Days from the date of receipt of original invoice, if the Company finds the invoice and all necessary supporting documents correct in all respects.
9.3 The Partner shall comply with all the compliance requirements under GST law (as may be amended from time to time), including issuing invoices as per prescribed format, submitting periodic returns within specified timelines, and depositing tax within due dates.
10. Right to Inspect, Audit and Accounts
10.1 The Parties hereby agree that the Company shall have the right, but not an obligation, to carry out a process audit and/or audit to verify compliance, at the sole cost of the Company.
10.2 The Parties hereby agree that the Company shall have the right to inspect the premises of the Partner, at any time, during the Term.
10.3 The Company shall intimate the Partner about conducting such an audit/ inspection, at least five (5) working days in advance.
11. Representations and Warranties
Each Party hereby represents and warrants to the other that:
11.1 It has all full power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereunder;
11.2 This Agreement has been duly executed and delivered by the Parties and constitutes a valid and legally binding obligation and is enforceable against each Party in accordance with its terms;
11.3 The Partner shall pass to the Company clean and marketable title to each Product;
11.4 The Products shall be of quality as specified by the Company and free from any defect in material or composition.
12. Covenants
12.1 The Partner acknowledges and agrees that it shall not, during the Term, supply products, which are same or similar to the Products, to any End Client.
12.2 The Partner shall be obligated to provide the Company with samples of the Products, as per the requirements and timeline communicated by the Company from time to time.
12.3 The Partner undertakes to perform its obligations under this Agreement and each applicable Purchase Order, throughout the Term, with all reasonable skill, care and diligence, in a timely and efficient manner, and in accordance with applicable law.
13. Compliance with Laws
13.1 The Partner hereby agrees to be in compliance, at all times during the Term, with all applicable laws in India, including but not limited to labour laws, child labour laws, workmen/ employee health and safety laws and laws in relation to human rights protection, environmental protection, anti-corruption and anti-bribery.
13.2 The Partner shall implement and maintain such policies, as may be necessary to adhere to be in compliance with applicable laws as set forth in Clause 13.1.
13.3 Notwithstanding anything contained herein, any non-compliance by the Partner with the provisions of Clause 13.1 and 13.2 shall be construed as material breach of the Agreement, giving the Company the right to terminate this Agreement.
14. Compliance with Legal Metrology Act, 2009
14.1 The Company shall inform the Partner about the contents and specifications pertaining to the packaging, which are conformant with the Legal Metrology Act, 2009 and other applicable laws, from time to time, and the Partner shall be responsible to incorporate the same.
14.2 The Partner shall indemnify and keep indemnified the Company, its directors, officers and employees harmless from and against claims, suits, actions and proceedings arising from the incorrect contents or specifications incorporated by the Partner.
15. Intellectual Property Rights
15.1 The Company shall at all times, retain and have sole and exclusive right and title to, ownership of, and interest in any intellectual property, specifications, information, documentation or data, including but not limited to any brand name or trademark, that is provided by the Company to the Partner for the purposes of supply of the Products under this Agreement and under each Purchase Order.
15.2 The Company hereby grants limited, non-exclusive and non-assignable right and license to use the Company's name, logo and similar indicia on the Products and packaging thereof, solely for the purpose set out in this Agreement.
16. Data Protection
16.1 The Partner acknowledges that the Company may collect and store personal identifiable and sensitive information about the Partner, including without limitation name, phone number, email address, address, postal code, fiscal information, occupation, login details etc.
16.2 The Partner consents to sharing access to its GST Common Portal in terms of Section 146 of the Central Goods and Services Tax Act, 2017. The Partner authorises the Company to access, view, read, extract, store, maintain, capture and transmit the data available on the GST Common Portal.
17. Confidentiality
The Parties hereby agree that they shall:
17.1 Keep all Confidential Information received from the disclosing Party and shall not, without the prior written consent of the disclosing Party, divulge such Confidential Information to any person or use such Confidential Information other than for the purposes of carrying out this Agreement;
17.2 Take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorized disclosure thereof;
17.3 The obligations under this Clause shall survive for the period of two (2) years after expiry or early termination of this Agreement and/or for such period as may be prescribed by the law.
18. Indemnity
18.1 Partner hereby undertakes to indemnify and keep indemnified the Company, its directors, officers and employees harmless from and against, any and all third party, claims, suits, actions and proceedings, liabilities, losses, damages, costs and expenses, arising directly in connection with the breach and/or omission of any of its obligations or representations specified in this Agreement.
19. Limitation of Liability
19.1 Notwithstanding any other provision of this agreement to the contrary, in no event will either Party be liable for any special, incidental, indirect, collateral, consequential or punitive damages or lost profits suffered by an indemnified Party, however caused and on any theory of liability.
19.2 In no event shall the total liability of any Party arising under this Agreement exceed, on a product-by-product basis, the total price paid by the Company for such Product hereunder; provided, however, that nothing in this Clause shall limit or exclude any damages or claims to the extent arising out of the Partner's gross negligence, fraud or willful misconduct.
20. Non-Competition
The Partner agrees and undertakes that during the Term of this Agreement and for a period of two (2) years from the date of expiry or termination hereof, it shall not, directly or indirectly, alone or with others, undertake any business which is same or similar to the business of the Company without the prior written approval of the Company.
21. Non-Solicitation
During the Term of this Agreement, and two (2) years after the termination hereof, the Partner will not recruit or solicit any employees (including but not limited to contract employees), contractors, consultants, vendors of the Company who have left the Company's employment or contractual engagement within two (2) years of the cessation of such employment or engagement, without the prior written approval of the Company.
22. Exclusivity
It is expressly agreed and acknowledged by the Partner that this engagement by the Company for procurement of Products is on a non-exclusive basis and the Company shall be free to engage any other party for supply of Products or any other product similar to the Products.
23. Publicity
The Partner, its employees, agents and any other entity associated with the Partner, shall not use the name, trademark and/or logo of the Company, in any sales or marketing publication or advertisement or promotional material or in any other manner, without the prior written consent of the Company.
24. Termination and Effects of Termination
This Agreement shall terminate upon the happening of, the earlier of any one of the following events:
24.1 By mutual agreement of the Parties;
24.2 A material breach by either Party of any of the terms of this Agreement and if such Party fails to rectify such material breach within thirty (30) calendar days from the date on which such Party receives a notice of breach from the non-breaching Party;
24.3 The Company shall have a right to terminate this Agreement, for convenience and/or without any reason by providing fifteen (15) days' prior written notice of its intention to do so.
25. Governing Law, Jurisdiction and Dispute Resolution
Governing Law and Jurisdiction
This Agreement shall be governed by the laws of India and shall be subject to sole jurisdiction of the courts at Lucknow.
Dispute Resolution
Any disputes/ differences arising out of or in connection with this Agreement shall be promptly, amicably, and in good faith resolved by the Parties.
In case no amicable resolution is reached within a period of thirty (30) days, the dispute/ difference shall be settled by arbitration in accordance to the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Lucknow, India and the arbitration proceedings shall be conducted in English.
26. Force Majeure
26.1 Neither Party will be responsible for any delay or failure to comply with the obligations under the Agreement if the delay or failure arises from any cause which is beyond the reasonable control of such Party, including but not limited to any act of God, fire, flood, earthquake, windstorm or other natural disaster, war, invasion, terrorism, hostilities, lockout, strikes, orders or restrictions imposed by government or any other public authority.
26.2 Either Party may terminate this Agreement after giving the other Party a prior notice of fifteen (15) days in writing if the event of Force Majeure continues for a period of sixty (60) days.
27. Notice
Any communication including any consent, approval, report or notice required or permitted by this Agreement shall be in writing and in English. Any communication by the Partner to the Company shall be over the Portal or by email to the designated email address communicated by the Company to the Partner.
28. Relationship between the Parties
This Agreement is on a principal-to-principal basis between the Parties hereto. This Agreement does not make either Party an employee, agent or legal representatives of the other for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other Party.
29. Assignment
The Partner shall not assign and/or transfer any of its rights and obligations hereunder without the prior written approval of the Company.
30. Waiver and Non-exclusion of Remedies
A Party's delay or failure to enforce any provision of this Agreement, or to exercise any right or remedy shall not constitute a waiver of that provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any rights or remedies in the future.
31. Severability
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby and shall remain in full force and effect.
32. Amendments
This Agreement is subject to revision and/or amendment at the sole discretion of the Company. No amendment or modification of this Agreement by the Partner and nor waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing.
33. Survival
The Parties hereby agree and acknowledge that those terms and provisions of this Agreement which by their nature and content should be deemed to survive the termination of this Agreement. The following provisions shall survive indefinitely the termination of this Agreement for any reason: Confidentiality, Indemnity, Effects of Termination, Governing Law and Dispute Resolution, and this Survival clause.
34. Contact Us
If you have any questions about these Terms, please contact us at:
True Commerce Global Ventures Pvt. Ltd.
Address
5/588 Vikas Khand, Gomti Nagar
Lucknow - 226010
Phone
+91-9967072442Website
https://truechemglobal.comTHE PARTNER HAS READ THESE TERMS AND CONDITIONS AND AGREES TO ALL OF THE PROVISIONS CONTAINED ABOVE
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