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TERMS & CONDITIONS

PART – A: General Terms and Conditions in Relation to the Usage of LIS Portal

1. Acceptance of Terms

Lucas Indian Service Limited, having its registered office at No.11 & 13, Patullos Road, Chennai – 600002, Tamil Nadu, India (hereinafter referred to as “LIS”/ “We”/ “Us”/ “Our”), on behalf of itself and its affiliates/group companies under the brand ‘LIS’, operates the website https://www.lucas-service.com/ and the dealer/customer web application https://lisportal.lissap.in/ (together referred to as “Portal”).

This document is a legally binding document among registered users and their representatives appointed as the dealer for promoting, marketing, or selling LIS’s products (hereinafter referred to as “You”/ “Your”) and Us, in relation to the use of the Portal and sets forth the terms and conditions by which You may access and use the Portal and Our related websites, services, applications, products, and content.

You and We shall collectively, in this Terms of Use, be referred to as “Parties” and individually as a “Party”.

The terms of this document will be effective upon Your acceptance of the same (directly or indirectly in electronic form, by clicking on the “I Agree” tab or by use of the Portal and/or by creating a registered account on the Portal (hereinafter referred to as “Account”)) and will govern the relationship between You and Us for Your use of the Portal and purchase of products.

This document is an electronic record in terms of the Information Technology Act, 2000 and rules framed thereunder, as applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 and the amendments thereon (“Intermediary Guidelines”) that require publishing inter alia the Terms of Use and Privacy Policy for access or usage of the Portal and purchase of the Product.

Please read this document carefully. By using the Portal, You indicate that You understand, agree, and consent to this document. Your usage of this Portal is conditional upon Your agreement to the terms contained herein. You hereby provide Your unconditional consent or agreement to Us, as provided under Section 43A and Section 72A of the Information Technology Act, 2000, to access and use Your personal information that You have voluntarily provided to Us in connection with the use of the Portal.

By providing Us Your information or by making use of the Portal, You hereby consent to the collection, storage, and processing of any or all Personal Information (defined in Our Privacy Policy) and non-personal information by Us as specified under this Terms of Use and further acknowledge that such collection, use, storage, and transfer of information shall not cause any loss or wrongful gain to You or any other person.

If You are accessing and using the Portal as an employee, agent, or contractor of a company, partnership, or similar entity, then You represent and warrant that You have the authority to sign for and bind such entity in order to accept this Terms of Use.

Your access to the Portal is also subject to Our Privacy Policy, the terms of which can be found directly on the Portal and are incorporated herein by reference.

You agree that all agreements, notices, disclosures, and other communications We provide to You electronically satisfy any legal requirement that such communications be in writing.

Before You use or subscribe to, and/or begin using the Portal, it is represented and warranted that You as the user of the Portal have fully read, understood, and accepted the Terms of Use as updated from time to time without any notice to You. You are advised to review this Terms of Use periodically for any updates. We shall take reasonable efforts to notify You regarding the amendments to the Terms of Use through a notice on the Portal.

Your continued access to the Portal from the date of updated Terms of Use shall be deemed to be Your acceptance of the updated Terms of Use. If You do not agree to or wish to be bound by the updated Terms of Use, You may not access or otherwise use the Portal.

We may, from time to time, release new versions of the Portal, or introduce new and additional scope of services which will be subject to these Terms of Use, and any additional terms of service as may apply to such additional versions or services.

2. Engagement

You are hereby appointed as an authorized dealer of Our products (“Products”) in the territory, as communicated to You via email. You hereby agree to use the Portal to conduct transactions in relation to Your dealership with Us.

Further, You acknowledge that upon being appointed as Our authorized dealer of the Products, You shall assume all the duties, obligations, and responsibilities mentioned in these Terms of Use. We shall also have the exclusive right to sell and market the Products within the Territory during the engagement, subject to this Terms of Use.

3. Registration and Maintenance of Account

3.1 Registration

You will need to create an Account on the Portal and become a registered Account holder by registering as prompted in the Portal’s relevant registration form (such information being the "Registration Data") to access the Portal. You will receive a username and password (“Login Credentials”) upon completing the registration process.

You will be asked to provide certain information about yourself including the name, mobile number, email address, address, GSTIN (if applicable) and related information. You warrant that the information provided by You is correct, complete, and not misleading. You shall inform Us promptly of any changes to the information provided by You, by updating the details, for effective communication. You acknowledge that if any Registration Data provided by You is untrue, inaccurate, not current, or incomplete, We reserve the right to indefinitely suspend or terminate or block access of Your Account on the Portal.

While creating the Account, You agree:

  • to restrict access by any other person or entity to Your password or other login information;
  • to not knowingly use the name or email of any other person without authorization;
  • to not use an email or profile name that is profane, offensive, or otherwise inappropriate;
  • to not allow any third party to use Your login information, Registration Data or Account;
  • to notify Us of any activities in Your Account even if such activities are not committed by You.

We may modify or add to the Registration Data information fields required to create an Account from time to time. You agree to promptly complete any such additional or modified information fields when and as requested by Us. In some cases, You will also need to update Your Account and/or operating system settings to allow Us to access Your other details.

Your registration with Us is subject to Our confirmation and will become valid when We either confirm Your registration or activate Your Account.

We will have the right to use Your Registration Data in connection with servicing and operating the Portal and in other manners as set forth in more detail in this Terms of Use and Our Privacy Policy.

3.2 Password & Security

You must keep Your Login Credentials confidential and must not disclose or share them with anyone. You are responsible for preventing unauthorized use of Your Login Credentials.

If in any circumstance You believe that there has been a breach of security such as disclosure, theft, or unauthorized use of Your ID, You must notify Us immediately. If We reasonably believe that Your ID is being used in any way which is not permitted by this Terms of Use, We reserve the right to suspend access rights immediately on giving notice to You and to block access from Your ID until the issue has been resolved.

3.3 Third Party Communications

While registering the Account in Our Portal, You provide Us with Your contact details including Your email address and phone number. You hereby affirmatively consent to the use of Your email address and phone number for notifications from Us regarding important service announcements and other administrative communications related to Your use of the Portal.

You may opt out of receipt of certain notifications; however, there are certain services and administrative notifications which You cannot opt out of receiving. If You do not wish to receive such notifications related to the Portal, Your only option is to stop using the Portal and delete Your Account.

We disclaim liability for any communications directed to You from any third party, directly or indirectly, in connection with the Portal that You may receive and any actions You may take or refrain from taking as a result of any such third-party communications. We assume no responsibility for verifying and make no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications.

3.4 Termination of Portal Access & Deletion of Account

We reserve the right to disable Your Account at any time if:

  • You have failed to comply with any of the provisions of these Terms of Use;
  • Activities occur on Your Account which, in Our sole discretion, would or might cause damage to Us and/or the Portal;
  • Your actions impair the Products, services, or infringe or violate any third-party rights, or violate any applicable laws or regulations;
  • You have engaged in conduct that We determine to be inappropriate or unacceptable in Our sole discretion; or
  • For any other reason whatsoever, at Our discretion.

Upon termination or deletion of Your Account, You will no longer have access to the Portal, and We may delete or deactivate Your Account and all related information and files associated with it.

We may also disable Your Account or suspend or terminate Your access to the Portal if You file any claim against Us or file any claim that involves the Portal. We also reserve the right, in Our sole discretion, to seek and obtain any other remedies available to Us pursuant to any applicable laws and regulations or at equity as a result of Your breach of this Terms of Use or any other act or omission by You that gives rise to a claim by Us. Our disabling of Your Account or suspension or termination of Your use of, or access to, the Portal shall be without prejudice to, and shall not be deemed a waiver of, the foregoing.

If We terminate, limit, or suspend Your right to use the Portal, You are prohibited, without Our prior written consent, from registering and creating a new Account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party.

In the event Your right to use the Portal is terminated, limited, or suspended, this Terms of Use will remain in effect and enforceable against You.

Notwithstanding anything contained in this Terms of Use, all sections of this Terms of Use which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to, and notwithstanding, the expiration or termination of this Terms of Use.

Your access to the Portal shall cease upon termination or expiry of Your dealership with Us, unless otherwise renewed in writing.

3.5 Your Consent

You acknowledge and give Your full and unconditional consent to:

  • Your Account Information being permanently retained on a computer database that shall be maintained, owned, and controlled by Us.
  • Your Account Information being shared with any other third-party entity that enters into a commercial relationship with Us.
  • Your Account Information being shared in its original form, or as part of or aggregated form, with other third-party entities.
  • Your Account Information being shared with Our partners, licensors, and affiliates.
  • Receiving from Us telephone calls, text messages, or notifications regarding Our engagement, including promotional calls and messages regarding the Portal, business engagement, and updates to Our products, provided You have shared Your mobile number or other contact information while creating an Account or interacting with Us.

4. Access and Use of Portal

You shall not use the Portal to host, display, upload, modify, publish, transmit, store, update, or share any information that:

a. belongs to another person and to which You do not have any right;

b. is defamatory, obscene, pornographic, pedophilic, invasive of any third party’s privacy (including bodily privacy), insulting, or harassing on the basis of gender, libelous, racially or ethnically objectionable, relates or encourages money laundering or gambling, or is otherwise inconsistent with or contrary to the laws in force;

c.is harmful to children;

d. Infringes any patent, trademark, copyright, or other proprietary rights.

e. Violates any law for the time being in force.

f. Deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact.

g. Impersonates another person.

h. Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to other nations.

i. Contains software virus or any other computer code, file or program designed to interrupt, destroy, or limit the functionality of any computer resource.

j. Is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.

k. Any unlawful information, which is prohibited under any law for the time being in force in relation to the interest of the sovereignty and integrity of India; security of the State; friendly relations with foreign States; public order; decency or morality; in relation to contempt of court; defamation; incitement to an offence relating to the above, or any information which is prohibited under any law for the time being in force.

l. Any private information of any third party, including addresses, phone numbers, email addresses or any personally identifiable information.

4.1 Use of the Portal

You agree not to use the Portal to:

a. Upload, post, email or otherwise make available or transmit any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

b. Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges or to utilize the Service as provided by Us.

c. Interfere with or disrupt the Portal or servers or networks connected to the Portal, or disobey any requirements, procedures, policies, or regulations of networks connected to the Portal.

d. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by Indian securities, exchange control and other regulatory authorities, any rules of any Indian securities exchange and any regulations having the force of law.

e. Commit any fraudulent or unlawful act, whether in relation to any third-party provider of products and services or otherwise.

f. Make unauthorised copies, modify, adapt, translate, reverse engineer, disassemble, decompile, or create any derivative works of the Portal or Products or any content included therein, including any files, tables, or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods, or techniques embodied by the Products or any derivative works thereof.

g. Distribute, license, transfer, or sell, in whole or in part, the Portal.

h. Market, rent, or lease the Portal for a fee or charge, or use the Portal to advertise, or perform any commercial solicitation.

i. Use the Portal, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming.

j. Incorporate the Products or any portion thereof into any other program or product. In such case, we shall have the right to terminate the engagement and your accounts or limit access to the Portal, as the case may be, in our sole discretion.

k. Impersonate, or falsely state or otherwise misrepresent your affiliation with any person.

l. Infringe any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party.

m. Use or attempt to use another user’s or seller’s account, service, or system, or create a false identity on the Portal.

n. Use the Service to (a) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, other than those allowed by Us; or (b) sell advertising, sponsorships, or promotions on any page of any website or application that only contains Content from the Service or where Content from the Service is the primary basis for such sales.

You are solely responsible for all information you transmit or share through the Portal. We reserve the right to review any information or materials you share through the Portal and to remove (without notice) any information or materials that we find, in our sole discretion, violates any applicable law or these Terms of Use.

Subject to data privacy laws, you expressly authorise Us to review all information you transmit or share through the Portal. In the event of non-compliance with these Terms of Use, We may, without notice, immediately terminate your registration and/or prevent your access to the Portal.

You acknowledge that the Portal may contain third-party content or hyperlinks to third party websites or services. They are provided as an information service, for reference and convenience only. We do not control any such third-party content and is not responsible for their availability or accuracy content and the inclusion of such third-party content does not constitute or indicate any kind endorsement of endorsement by Us. We shall not be liable or responsible for any such third-party content transmitted through the Portal. Such third-party content shall not be monitored, censored, or edited by Us and we assume no liability or responsibility for any of your action in relation to such third-party content. You shall read and understand the privacy policy and terms of use associated with such third-party content before using the same

By using the Portal, You expressly relieve and hold Us harmless from any and all liability arising from Your use of any third-party communications and third-party content, including any loss or damage incurred as a result of any dealings between You and any third parties, or as the result of the presence of such third-party content on the Portal or the failure of such third-party content to function as intended. It is Your responsibility to evaluate the content and usefulness of the information obtained from thirdparty content.

Further, You acknowledge that We may cancel any order that is fake under certain criteria at any stage of the Product delivery. An order can be classified as 'Fraud Order' if it meets with the following criteria: (a) Invalid address given in order details; (b) Any malpractice used to place the order; (c) Any order placed using a technological glitch/loophole..

5. Intellectual Property Rights and Portal License

The copyright, database rights, and other intellectual property rights in the Portal—including without limitation all content, products, registration data, texts, graphics, logos, icons, images, audio, software, and data compilations—belong to Us or Our affiliates or licensors and are protected by the laws of India and/or foreign countries.

We and Our licensors reserve all rights not expressly granted in these Terms of Use. All software used on the Portal is Our Intellectual Property and is protected by Indian and international copyright laws.

Subject to these Terms of Use, We grant you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable right and license to access and make personal use of the Portal. You may also use Our Intellectual Property solely for promoting and selling the Products within the Territory.

You are authorized to use the LIS Marks for the limited purpose of promoting and selling the Products in the manner instructed by Us. You agree and acknowledge that:

• You shall take all necessary steps to protect and preserve Our Intellectual Property and not engage in activities that may infringe or dilute Our rights or harm Our brand.

• You shall not use Our Intellectual Property in any manner that is not explicitly authorized by these terms of use or without the prior written consent of Us. You shall promptly notify Us of any suspected or actual infringement or misuse of Our Intellectual Property

• You shall cooperate fully with Our in any legal or administrative proceedings related to Our Intellectual Property. This includes providing necessary information, assistance, and cooperation to Us to protect and enforce its rights

• The Products shall be sold on an as-is basis and no alteration shall be carried out by You in any manner whatsoever. You remove, alter, or deface Our identification plate, marks, numbers, letters affixed on the packages of the Product

• The Product shall not be sold in any other name other than the name specified by Us.

You shall not re-utilise the services of Our Portal or systematically extract any part of the content, use any robots, data mining or extraction tools for reutilization of Our Portal. Further, You shall not create publish anything that features parts of Our Portal without our prior written permission.

“LIS”, Our logo(s), and local language variants of the foregoing trademarks, and certain Product names that appear on this Portal (collectively, the “LIS Marks”), are trademarks or registered trademarks of Us. Except as expressly provided in these Terms of Use or as expressly authorized in writing by the Us, You shall not use any LIS Marks or LIS’s Intellectual Property either alone or in combination with other words or design elements, including, in any press release, advertisement, or other promotional or marketing material or media, whether in written, oral, electronic, visual, or any other form

References to other parties trademarks on this Portal including but not limited to Our payment service providers and other service providers are for identification purposes only and do not indicate that such parties have approved this Portal. These Terms of Use do not grant You any right to use the trademarks of such other third parties

6. REPRESENTATIONS AND WARRANTIES

You represent and warrant to Us at all times that:

a. You are fully capable and competent to enter into this Terms of Use and have the authority to be bound by it.

b. You shall not avail any of the services of the Portal beyond the contemplated functionality.

c. You shall not attempt to gain unauthorized access to the Portal or connected systems.

d. You shall not use the Portal in a way that may damage or impair the Products or Our systems and security.

e. You shall not use the Portal for unlawful purposes or promote illegal activity.

f. You shall not use any intellectual property owned by Us or others without consent.

g. You shall not modify, adapt, or reverse engineer any part of the Products.

h. You agree to notify Us if Your mobile number is registered under DND/TRAI.

i. You acknowledge that any calls or messages from Us are not unsolicited.

j. You shall not act in any way that may cause Us liability or service loss.

k. You are duly qualified to do business in the Territory and have necessary authorizations.

7. CONFIDENTIALITY

Each Party acknowledges that during the course of this Agreement, they may have access to confidential information of the other. Both Parties agree that:

  • All confidential information remains the property of the Disclosing Party.
  • It shall not be used for any purpose other than fulfilling this Agreement.
  • It shall not be disclosed to any third party except authorized personnel under confidentiality obligations.
  • All confidential information must be returned or destroyed upon termination of the Agreement.

Confidential Information does not include information that is public, lawfully obtained, or disclosed under legal obligation with prior notice.

8. PERSONAL DATA PROTECTION

We will use Your Personal Data only for the purpose of fulfilling our obligations under this Agreement and as per applicable data protection laws. We shall:

  • Not disclose or use Your data beyond necessary purposes.
  • Employ safeguards to prevent unauthorized access or disclosure.
  • Notify You in case of any data breach or unauthorized use.
  • Provide information regarding data security upon request.

9. DISCLAIMERS OF WARRANTIES

Your use of the Portal and Products is entirely at your own risk. The Portal is provided “as is,” without any warranties, express or implied, including but not limited to merchantability, fitness for purpose, and non-infringement.

We make no warranties regarding accuracy, reliability, uninterrupted access, or security of the Portal or any linked third-party services.

We are not responsible for any loss of data, unauthorized access, or any damage resulting from the use of our Portal.

10. LIMITATION OF LIABILITY

Under no circumstances shall We or Our affiliates be liable for any indirect, incidental, consequential, or exemplary damages arising from your use of the Portal, including but not limited to loss of profits, goodwill, or data.

Our total liability shall not exceed the payment actually made by You to Us during the three (3) months preceding such claim.

11. INDEMNITY

You agree to indemnify and hold Us, Our affiliates, licensors, agents, and employees harmless from any claims, damages, or losses arising from:

  • Your use of the Portal and Products.
  • Your breach of any terms, obligations, or representations.
  • Infringement of third-party rights.
  • Violation of applicable laws.

12. GRIEVANCE REDRESSAL MECHANISM

Any complaints, abuse, or concerns regarding data usage, terms breach, or legal violations should be addressed to the Privacy Officer at:

Email: [email protected]

13. FORCE MAJEURE

We shall be relieved of all Our responsibilities, if any, in the event of failure of performance resulting directly or indirectly from an act of force majeure or causes beyond our reasonable control including, without limitation, acts of god, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labour disputes, riots, civil disturbances, shortages of labour or materials, epidemics, pandemics, lockdown (state-wise or nation-wide), natural disasters, orders of domestic or foreign courts or tribunals, non-performance of third parties, or any reasons beyond Our reasonable control.

You further acknowledge and agree that We are not responsible or liable for (a) any incompatibility between the Portal and any other website, service, software, or hardware or (b) any delays or failures You may experience with any transmissions or transactions relating to the Portal in an accurate or timely manner.

14. CONTACT US

If You have any queries, questions, comments, concerns or feedback in relation to the Portal, you can reach Us at [email protected]

15. GENERAL

All notices shall be given to Us via email, or to You at either the email or postal address You provide. Any waiver of Our rights or remedy under these Terms of Use shall only be effective if it is in writing, executed by Our duly authorized representative, and shall be applicable only to the circumstances for which it is given.

Our failure to exercise or enforce any right or remedy under these Terms of Use shall not operate as a waiver of such right or remedy. This Terms of Use and Privacy Policy incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The words “including” and “includes” means “including without limitation”

The provision(s) of these Terms of Use shall be sought to be harmoniously interpreted with each other, as well as applicable Laws including the applicable laws based on Your jurisdiction and upheld to the fullest extent permissible under applicable Laws. Further, the provisions contained in this Terms of Use shall be enforceable independent of each other, and their validity shall not be affected, if any other provision(s) are held to be invalid. If any provision(s) of these Terms of Use are, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired (to the maximum extent permissible), and the invalid or unenforceable provision(s) will be deemed modified so that they are valid and enforceable to the maximum extent permitted by applicable Laws. Further, if any of those provision(s) are void, but would be valid if some part of the provision(s) were deleted, the provision(s) in question shall apply with such modification as may be necessary to make them valid.

You acknowledge that the rights and remedies available to Us under these Terms of Use are in addition to and are not to be construed in any way as a limitation of, any rights and remedies available to Us, including but not limited to any equitable relief available to it under applicable laws.

You confirm that You do not have an employment, contractor, agency, or partnership relationship with Us. We are merely providing You the services on Your request. Further, You are acting on either on Your own or behalf of another person, in the manner stated in the Terms of Use.

You shall not assign Your rights or delegate Your duties under these terms of use either in whole or in part without the prior written consent of Us. Any attempted assignment or delegation without such consent will be void.

These Terms of Use and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws prevalent in India. You agree that the courts of Chennai, Tamil Nadu shall have exclusive jurisdiction to settle any dispute, or claim, arising out of, or in relation to, these Terms of Use.

PART – B: TERMS AND CONDITIONS IN RELATION TO THE DEALERSHIP OF THE PRODUCTS

1. ORDER PLACEMENT AND DELIVERY OF PRODUCTS

You agree and acknowledge that You shall place orders to Us for the purchase of the Products through the option available at the order placement section in Our Portal, based on quotation of the mentioned therein and the availability of Products. Upon successful placement of such order, We shall generate a purchase order with typed-in terms, specifications, data, instructions, schedules, annexures, and attachments in relation to the purchase of Products (“Purchase Order”) through the Portal to You.

Further, the Purchase Order shall be binding on Us only when the payment is effected in the manner and form described herein.

We shall effect the delivery of the Products as agreed under the Purchase Order only when the payment of Products pursuant to the relevant Purchase Order is made by You in a manner mutually agreed between the Parties

For the purpose of delivery of the Products, We shall decide and arrange the carriage of Products from its depot/warehouse to the place identified in a Purchase Order or as may be mutually agreed between the Parties (“Delivery Place”). We shall not bear any cost and expenses accrued from the transportation of the Products. We shall not be liable for the customs clearance of the Products or for the payment of any applicable custom duties under the applicable laws.

You shall be responsible for notifying Us in writing within 7 days from receipt of physical delivery of Products, of any issue relating to quality of the Product and such notification shall include a description in sufficient detail to enable Us to ascertain the damage in the Products and undertake further action with respect to the same. Payment shall not be deducted from the invoice for quality of the Product as perceived by You individually on its discretion. We shall process the claim and revert within three weeks from the date of complaint. If the complaint or claim is found credible, upon inspection by person duly authorised by Us, We shall issue the credit note to You for quality defects accepted by Us.

Nothing contained herein shall create any right in favour of You or any obligation upon Us unless otherwise provided herein.

If We in good faith determine that the Purchase Order(s) materially contradicts or is not otherwise in substantial conformance with the provisions of these terms of use, then We shall have the right to cancel the Purchase Order.

Upon the termination of Your engagement with Us: (i) You shall cease all activities related to the sale and promotion of the Products and discontinue the use of Our Intellectual Property; (ii) You shall promptly return any remaining inventory of the Products to Us at a depreciated price; (iii) You shall settle any outstanding financial obligations, including payment for Products sold during the engagement, that accrues till the effective date of termination.

The Parties agrees and acknowledges that the termination of Your access to the Portal and deletion of Your Account pursuant to these terms of use shall not affect or prejudice any rights, claims or liabilities which may have accrued to the Parties prior to the date and time of such termination and deleting.

2. PAYMENT POLICY

The Portal shall generate invoice(s) indicating a price in relation to the purchase of the Products (“Purchase Price”) to You.

You acknowledge that You shall make payment within the credit days mutually agreed from the receipt of the Invoice. It is further agreed by You that the delivery of the Products shall be effected by Us only after the Purchase Price is credited to Our account. If the payment by You is not credited within the stipulated period, We shall be entitled to make no delivery of the Products.

Any discrepancies in the invoice shall be notified by You within 7 days from the date of generation of the invoice, in writing along with sufficient documentation justifying such discrepancy, failing which the invoice shall be deemed accepted. It is agreed that You shall pay all amounts due that are not in dispute.

We will respond to Your notice within a further period of 3 business days of receipt of such notice. The Parties agree to use reasonable efforts to resolve all disputes.

All payments are to be made in the name of “LUCAS INDIAN SERVICE LIMITED” through Cheque/ Demand Draft or can be transferred through NEFT/RTGS/UPI for the Products related thereto. Further, the Dealer agrees that no cash or kind shall be accepted by Us with respect to the payments of the Products.

Subject to Our sole discretion and based on Our credit policy, You may be eligible for a credit limit as may be mutually decided between the Parties.

We shall complete the reconciliation of balances and shall submit balance confirmation reports to You at the end of every quarter. We shall also peruse the balance reports submitted by Us at the end of such quarter and confirm the same if there are no differences in the reconciliation.

You shall promptly inform Us of any record differences and shall identify and resolve all non-reconciling items within 5 business days from such identification of difference.

Further, You also agree to pay a security deposit to Us in a manner mutually agreed between the Parties. You understand that the amount of such security deposit may vary at Our sole discretion and carry interest at such rate fixed by Us. Such interest shall be credited to Your bank account on 31st March of every year.

It is further agreed and acknowledged by You that We are entitled to set off the payment security deposit and interest due against any amount payable by You to Us.

You represent and warrant that:

  • (i) Any bank account information You supply is true, correct and complete,
  • (ii) You will pay the charges incurred by You in the amounts posted, including any applicable taxes, and
  • (iii) You are authorized to make a purchase or other transaction with the relevant bank information.

You shall be solely responsible for compliance with all applicable laws for making payments to Us. Further, You acknowledge that to make payment for any Products / outstanding amount, You must have internet access and must make the payment only through the current valid accepted payment method mentioned herein.

You agree, acknowledge, and understand that the payments will be processed through the mentioned electronic payment systems. Hence, any payments made by You pursuant to the purchase of the Product shall be governed by the terms and conditions of the electronic payment systems and also Your bank issuing such payments.

If Your payment method failed while paying the price for the Products or if We did not receive any payment with respect to the Products purchased, We reserve the right not to deliver the Products for which they have not received adequate payment. We shall not be liable for any payment failures or errors during the purchase of the Products owing to reasons including but not limited to (i) issuing bank’s system failure, (ii) internet connectivity errors, (iii) connection issues between Your bank, electronic payment systems and Us, (iv) incorrect bank login credentials, (v) accidental closing or refreshing of the payment page during the transaction, or (vi) any system/technical errors.

If You have a dispute concerning any payment transaction, please contact our support department at [email protected].

Prices and availability of the Products are subject to change without prior notice and at the sole discretion of Us. We may revise and cease to make available any Product at any time.

We do not store any of Your banking information restricted by the Reserve Bank of India (RBI) for processing payment and have partnered with payment gateways for the payment towards the Products purchased. By using a third-party payment provider, You agree to abide by the terms of such a payment provider.

You agree that in case Our third-party payment provider stores any such information, We will not be responsible for such storage, and it will be solely at Your discretion to allow the third party to store such information. Any loss of such information or any loss incurred by You due to the usage of such information will be solely a loss incurred by You, and We are in no way liable for any such losses and are neither responsible to reimburse or make good such losses in any manner whatsoever.

You agree and acknowledge that the selling price of the Products to the customers by You shall be as per the price list issued by Us at the time of delivery. Any charges, including but not limited to storage and handling charges, packing charges, insurance charges, forwarding and freight charges, shall be charged extra as per applicable from time to time.

You agree and acknowledge that You shall not sell Products at a rate higher than the maximum retail price (MRP), inclusive of taxes mentioned in the price list and/or package of the Product. However, You are at liberty to sell the Products at prices less than MRP.

You shall be eligible for discounts and incentives that are prevailing at the time of supply of Products by Us. You agree and acknowledge that such discounts and incentives may vary at Our discretion, and You shall become eligible for it after receiving prior intimation in writing from Us.

Lien. You agree and acknowledge that We have the first lien on the Products held by You, for which the Purchase Price is not paid and, in this regard, You agree not to create a charge or lien on such unpaid Products.

3. OBLIGATIONS

We agree to sell and deliver its Products to the Dealer in accordance with these terms of use.

We agree to provide training and technical support to Your sales and servicing personnel to ensure proper knowledge and expertise in handling and promoting the Products. Further, the manner, periodicity and the cost involved in such training shall be mutually agreed between the Parties in writing.

We shall provide You with Product literature, instruction notes, marketing information notes, technical notes, workshop manual or such other information on a need-to-know basis and You shall use such information exclusively for the dealership engagement.

We shall obtain the necessary certifications and approvals required as per the applicable laws.

We shall, pursuant to the delivery terms of the relevant Purchase Order, promptly pay all applicable taxes, duties and charges due and payable to the Government Authorities of any jurisdiction in accordance with the laws of such jurisdiction.

For the avoidance of doubt, Our obligation to compliance with respect to the Products shall be limited to the delivery of Products and not for the usage of the Products in the applicable jurisdiction.

You agree to purchase Products from Us and promote, market and sell to the End-Customer using best efforts within the Territory mentioned in accordance with these terms of use. For the purpose of this Terms of Use, End-Customer(s) shall mean purchasers and users of the Products sold by You.

You shall set up an exclusive showroom as per Our specifications and design in the Territory for promotion, marketing and sale of the Products.

You shall undertake sales promotional publicity activities and sale campaigns as may be necessary for the business at Your own cost.

You shall obtain necessary certificates, approvals, licenses, and permissions as per the applicable laws.

You shall maintain appropriate insurance coverage, including product liability insurance, facility, spares and vehicles in the inventory to protect against any claims or liabilities arising out of the sale and distribution of the Products.

You must adhere to all applicable laws.

You shall maintain an adequate inventory of the Products as intimated by Us to meet the End-Customer demand.

You shall keep track of the latest developments in the market, including any competitor products in the market, and intimate the same on a time-to-time basis.

You shall engage certain sales and servicing personnel as may be mutually agreed between the Parties for the purpose of promotion of the Product.

You must achieve the sales and End-Customer satisfaction targets assigned by Us from time to time.

You shall adhere to the sales targets as may be communicated from time to time.

You shall design, paint and maintain Your premises as per Our requirements and further, You shall prominently display Our Products and promotional materials in such premises.

You shall, pursuant to the delivery terms of the relevant Purchase Order, promptly pay all applicable taxes, duties, and charges due and payable to the Government Authorities of any jurisdiction in accordance with the laws of such jurisdiction.

You shall also issue concessional tax forms if any, at the time of delivery of the Product/ before the end of the following month, failing which, we shall be entitled to recover the differential tax amount from You.

You shall create a potential database of future End-Customers and clients in order to develop business opportunities for Us.

You shall not reverse-engineer, decompile, disassemble, modify or copy the Products and shall not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend, or other notices of ownership from the Products.

4. PROVISIONS APPLICABLE TO DEALERS OUTSIDE INDIA

If you are a dealer outside India, the following provisions shall be applicable:

You agree and acknowledge that the shipment of Products to You shall be subject to Our right and ability to make such sales and obtain required licenses and permits, under all decrees, statutes, rules and regulations of the government of the respective country presently in effect or which may be in effect hereafter.

You hereby agree: (i) to assist Us in obtaining any required licenses or permits or complying with any other regulatory requirements in the Territory by providing all reasonably requested support, including but not limited to supplying such documentation or information as may be requested by Us; (ii) to comply with such decrees, statutes, rules and regulations of the government of the respective country and agencies thereof; (iii) to maintain the necessary records to comply with such decrees, statutes, rules and regulations; (iv) to not re-export any Products except in compliance with such decrees, statutes, rules and regulations; (v) to not sell, transfer, or otherwise dispose of the Products in violation of the export laws of the respective country; and (vi) to indemnify and hold harmless Us from any and all fines, damages, losses, costs and expenses (including reasonable attorneys’ fees) incurred by Us as a result of any breach of this subsection by You or any of Your customers.

Payment: Payment shall be done by an irrevocable Letter of Credit at sight, and/or by cashier’s wire transfer. This clause may vary from time to time depending on the mutual agreement between the Parties depending upon the conditions prevailing at the time of transaction.

Packaging & Shipment: Unless You request otherwise, all Products ordered by You shall be packed for shipment and storage in accordance with Our standard commercial practices. You agree and acknowledge that it is Your obligation to notify Us of any special packaging requirements (which shall be at Your expense).

Passage of Risk: The title to any of Products supplied by Us to You shall pass immediately upon the Products being put on board the vessel at the port of shipment in India, or as otherwise indicated in the respective Purchase Order in the Portal.

Export Compliance: We may supply You with Product and/or technical data pursuant to the dealership agreement that is subject to export control restrictions in the respective country. We shall not be responsible for your compliance with applicable export obligations or requirements for said technical data. You agree and acknowledge to comply with all applicable export control restrictions. If You breach these export provisions, We may immediately terminate the dealership engagement with You without any liability to Us. You shall indemnify Us, including its officers, directors and agents from all losses and liabilities (including reasonable attorneys’ fees and court costs) arising from breach of obligations under this section by You and/or Your customers.

5. TERM AND TERMINATION

Your engagement with Us shall be valid and in force from the date Your appointment as dealer of Our Products until date (if any) as may be mutually decided by Parties in writing, unless terminated pursuant to the provisions of this terms of use.

You acknowledge that We may terminate Your engagement with Us at any time, without cause or reason, by providing written notice to You at least fifteen (15) days prior to the intended date of termination.

We may terminate this engagement with Us for cause in the event of a material breach of any provision of this Terms of Use by You. Prior to termination for cause, We will provide written notice specifying the nature of the breach and allow You a reasonable period of 10 days from the date of happening the said breach, to cure the breach, unless the breach is incapable of being cured or poses an imminent risk to Our business interests.

We may terminate this Agreement immediately upon written notice if You become insolvent, file for bankruptcy, or undergo any similar proceedings.

Upon termination of Your engagement with us: (i) You shall cease all activities related to the sale and promotion of the Products, surrender all materials provided to You in relation to this engagement, and discontinue the use of Our Intellectual Property; (ii) You shall promptly return any remaining inventory of the Products to Us; (iii) You shall settle any outstanding financial obligations, including payment for Products sold during the engagement, that accrues till the effective date of termination; (iv) You shall cease to represent Yourself as Our authorized dealer.

You further agree and acknowledge that the termination of the engagement between You and Us shall not entitle You to any claim for damages, compensation, or indemnification, except as otherwise expressly provided for in these terms of use or required by applicable laws.

6. PASSAGE OF TITLE AND RISK OF LOSS

Passage of Title: The property in the Products, free and clear of any charge, lien or encumbrance shall not pass to You until We have received the payment of Purchase Price and any other sums that are due or owed to Us in full.

Risk of Loss: Notwithstanding the foregoing, You shall be responsible for and shall bear any and all risk of loss or damage to the Products from the date of shipment of the Products in accordance with the delivery terms of the relevant Purchase Order.

7. PACKAGING

We shall be responsible for using proper packaging (cases, containers) material in a manner mutually decided between the Parties, to securely pack the Products in order to avoid any damage and/or losses thereto.

We shall also adhere to the requirements of law, if any, with respect to packaging of the Products.

8. WARRANTY

We shall provide a warranty for the Products, specifying the duration and coverage of the warranty as per Our warranty policy.

You acknowledge that You shall inform the End-Customers about the warranty terms and conditions. Further, You shall assist the End-Customers in making warranty claims and ensure that all necessary documentation and information is provided to Us for warranty processing.

9. BUSINESS PLAN/ RETURN ON INVESTMENT

You shall develop and submit a comprehensive business plan outlining strategies, marketing initiatives and sales projections for the promotion and sale of the Products in the manner mutually decided by the Parties, which contains detailed information regarding the Product sales and service plan, minimum area requirement, approximate initial investment, monthly approximate expenses and estimated profit margins.

10. RECORDS AND AUDIT
Records and Statements:

You shall maintain records of all invoices received and reconcile them with payments made.

The Parties may agree on periodic statements or reports detailing the financial transactions between the Parties.

Audit:

We reserve the right to conduct periodic audits of Your financial records, including sales records, invoices, and payment receipts, to verify compliance with the financial terms mentioned herein.

We reserve the right to conduct periodic audits and inspection of your premises in relation to the stock, sales, service and End-Customer satisfaction process, compliance and facility upkeep and management.

You shall cooperate and provide reasonable assistance during such audits.

Financial Records:

You shall maintain accurate and up-to-date financial records relating to the sale, purchase, and payment for the Products in accordance with applicable accounting standards.

You shall retain financial records for a period of at least preceding 3 years and make them available for inspection upon request by Us.

11. NON-COMPETE AND NON-SOLICIT

During the term of the engagement, You, Your affiliates, and subsidiaries hereby agree not to directly or indirectly engage in any activity or business that competes with Our business or Products:

You shall not establish, own, operate or have any interest, whether as an employee, partner, shareholder, consultant, or in any other capacity, in any business that directly competes with Our business or Products.

You shall directly or indirectly solicit employees of Us who have been actively involved with respect to Our performance under these terms of use to undertake employment with it or any affiliate.

You shall not deal or sell any spurious or non-genuine products which are similar to the Products or any of Our reconditioned products.

The aforesaid Non-compete and Non-Solicit provision is reasonable in scope and shall be limited to protecting Our legitimate business interests.