Terms & Conditions

PONTE COMERCIO PRIVATE LIMITED — TERMS AND CONDITIONS

1. INTRODUCTION & ACCEPTANCE OF TERMS

These Terms and Conditions (“Terms” or “Policy”) govern all products, services, content, communications, sourcing activities, buying agency services, procurement services, listings, advertisements, transactions, and interactions conducted through Ponte Comercio Private Limited (“Ponte”, “Company”, “Platform”, “we”, “our”, or “us”).

By registering an account, listing products, sourcing products, purchasing products, using Ponte services, or conducting transactions through the Platform, all users (including Buyers, Sellers, Manufacturers, Exporters, and Suppliers) agree to be legally bound by these Terms. If you do not agree, you must immediately cease using the Platform.

2. BUSINESS MODELS OF PONTE

A. Marketplace Services
Ponte may act solely as a technology platform facilitating communication and commercial interactions between independent buyers and independent sellers. In such transactions:

• Ponte is not the manufacturer, supplier, exporter, importer, or owner of the listed products.
• Ponte is not a contracting party to any agreement executed directly between buyers and sellers.

B. Buying Agency / Sourcing Services
In specific transactions, Ponte may be engaged to act as a Buying Agent, Sourcing Agent, Procurement Agent, Export Facilitator, Supplier Identification Agent, Quality Coordination Agent, Inspection Coordination Agent, Logistics Coordination Agent, or Commercial Intermediary.

• Receiving commissions, sourcing fees, procurement charges, success fees, facilitation fees, or agency fees does not render Ponte as the manufacturer or supplier of the products.
• Ponte shall not assume product liability, quality liability, or legal liability for products unless explicitly agreed in writing by an authorized representative of Ponte.

3. SOLE RESPONSIBILITY OF SELLERS AND SUPPLIERS

Each Seller, Manufacturer, Exporter, Supplier, or Vendor represents and warrants that they bear sole legal and financial responsibility for:

• Product design, quality, safety, performance, specifications, packaging, and labeling.
• Accuracy of all product claims, descriptions, representations, and warranties.
• Obtaining and maintaining valid certifications, lab testing reports, regulatory approvals, and compliance documentation.
• Compliance with all export, import, customs, trade control, and local/international product safety laws.
• Verifying and upholding all underlying Intellectual Property Rights related to the products.

The Seller bears sole legal responsibility for all civil, criminal, or administrative consequences arising from products listed or supplied through the Platform.

4. PRODUCT LISTING RESPONSIBILITY

All product listings, data, and collateral are submitted solely by the Seller. The Seller expressly warrants that:

• All listed information, dimensions, specifications, and certifications are genuine, accurate, and up to date.
• All product photos, media, and promotional material are truthful representations of the actual product.
• The products listed are legally cleared and offered for sale without restricting liens, encumbrances, or third-party rights.

The Seller remains strictly liable for all uploaded platform content.

5. INTELLECTUAL PROPERTY COMPLIANCE

The Seller warrants that all uploaded content and products offered do not infringe upon any third-party patents, trademarks, copyrights, industrial designs, trade secrets, or proprietary rights.

Indemnification: The Seller agrees to defend and indemnify Ponte against any claims, losses, legal fees, or liabilities resulting from intellectual property infringement.

No Independent Verification: Ponte does not independently verify intellectual property ownership and disclaims all liability for infringement committed by users.

6. PROHIBITED PRODUCTS

The platform strictly prohibits listing, offering, or procuring:

• Counterfeit, replica, stolen, or fraudulent goods.
• Products violating any intellectual property rights or trade control regulations.
• Hazardous, illegal, or restricted items without valid statutory licenses.
• Products accompanied by false, forged, or altered certifications or representations.

Ponte reserves the absolute right to remove any non-compliant listings and suspend associated accounts immediately without prior notice or refund.

7. BUYING AGENCY & INSPECTION DISCLAIMERS

A. Sourcing & Facilitation Scope
Where Ponte acts as a buying agent, sourcing agent, or commercial facilitator:

• Ponte does not guarantee product quality, performance, merchantability, safety, regulatory compliance, supplier solvency, supplier honesty, or shipment timelines.
• Any supplier audits, factory visits, sample evaluations, or recommendations provided by Ponte are performed strictly for commercial convenience and shall not constitute a binding warranty, guarantee, certification, or legal endorsement.

B. Inspection Scope
Any pre-shipment or quality inspection arranged or coordinated by Ponte is limited in scope.

• Inspection services do not guarantee 100% product perfection, complete defect elimination, long-term durability, regulatory clearance, or fitness for a specific purpose.

Buyers retain sole responsibility for conducting independent due diligence, lab testing, and technical validation prior to final transaction execution.

8. SUPPLIER VERIFICATION DISCLAIMER

Ponte may undertake limited administrative reviews of vendor registration documents (e.g., GST filings, IEC registrations, business licenses, corporate registration certificates, factory details).

Such reviews are preliminary administrative checks only and do not constitute:

• Formal legal, financial, or operational verification.
• A guarantee, endorsement, warranty, or official certification of supplier reliability.

Users are solely responsible for conducting their own verification before transferring funds or committing to procurement orders.

9. NO DUTY TO MONITOR

Ponte reserves the right, but undertakes no legal obligation, to monitor listings, verify user claims, validate product compliance, or inspect content uploaded to the Platform. Any discretionary review conducted by Ponte shall not create any duty, liability, or obligation on Ponte's part.

10. INDEMNIFICATION

The Seller, Supplier, Manufacturer, Exporter, Buyer, and any Platform user shall jointly and severally defend, indemnify, and hold harmless Ponte Comercio Private Limited, its shareholders, directors, officers, employees, affiliates, agents, contractors, successors, and assigns from and against all claims, lawsuits, administrative investigations, penalties, fines, judgments, settlements, damages, losses, costs, and expenses (including legal fees and court costs) arising out of or related to:

• Product defects, quality failures, recalls, personal injury, property damage, or product liability claims.
• Intellectual property infringement or trademark disputes.
• Customs violations, export/import non-compliance, regulatory penalties, or false advertising.
• Breach of any provision of these Terms or applicable laws by the user.

This indemnification obligation shall survive the termination or expiration of these Terms and the user's relationship with Ponte indefinitely.

11. DISCLAIMER OF WARRANTIES

All platform services, sourcing facilitation, software functions, and agency activities provided by Ponte are offered strictly on an “AS IS” and “AS AVAILABLE” basis.

Ponte expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, operational reliability, security, and compliance.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Ponte shall not be liable for any product defects, recalls, safety hazards, compliance failures, customs seizures, supplier fraud, buyer default, delayed shipments, non-delivery, lost profits, commercial disruption, or any indirect, incidental, consequential, special, or punitive damages.

In no event shall Ponte’s total aggregate financial liability arising out of or in connection with any claim, transaction, or service exceed the lower of:

• INR 10,000 (Ten Thousand Indian Rupees); or
• The exact amount of agency/service fees actually received and retained by Ponte from the specific transaction giving rise to the claim.

13. NO AGENCY OR PARTNERSHIP

Except where Ponte explicitly enters into a separate written agreement to act as a buying or sourcing agent, nothing in these Terms creates a partnership, joint venture, employment, franchise, distribution, or formal agency relationship between Ponte and any user.

14. RIGHT TO SUSPEND OR REMOVE

Ponte reserves the right to remove, suspend, restrict, edit, or reject any listing, order, transaction, or account at its sole discretion, at any time, without prior notice, liability, or duty to explain cause.

15. GOVERNING LAW & DISPUTE RESOLUTION

• Governing Law: These Terms shall be governed by, interpreted, and construed in accordance with the laws of the Republic of India.
• Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, including its formation, breach, termination, or invalidity, shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996.
• Seat & Venue: The seat and venue of arbitration shall be New Delhi, India.
• Language: The arbitral proceedings shall be conducted in the English language.
• Finality: The arbitral award shall be final, binding, and enforceable upon all parties involved.

16. ACKNOWLEDGEMENT AND ACCEPTANCE

BY USING THE PLATFORM, LISTING PRODUCTS, SOURCING PRODUCTS, PURCHASING PRODUCTS, OR ENGAGING PONTE AS A BUYING AGENT, THE USER EXPRESSLY ACKNOWLEDGES THAT:

"I remain solely responsible for my products, content, representations, warranties, compliance obligations, intellectual property rights, commercial activities, and legal responsibilities. I agree to defend, indemnify, and hold harmless Ponte Comercio Private Limited from any claim, liability, damage, penalty, cost, or expense arising from my products, services, transactions, or conduct."