Terms of Service
- ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICES:
Capitalized words and phrases that are used in these Terms and not otherwise defined have the meanings assigned in Section 25 of these Terms.
(a) an on-line eMarketplace for trading for textile raw materials, finished products, equipment, accessories and dyes & Chemicals used in the textile and apparel industry (the "Products"), and
(b) related career (Jobs) and other informational services (together with www.TextileExcellence.com, the "Service"). The Service is owned and operated by www.TextileExcellence.com and is being provided to Members / Registered Users under the terms and conditions of these Terms of Service and any operating rules, policies, and procedures that may be published from time to time on this Web site by www.TextileExcellence.com (collectively, the "Terms").
ALTHOUGH ONLY MEMBERS OR REGISTERED USERS MAY BUY OR SELL ON www.TextileExcellence.com, VISITORS MAY USE THE SERVICE FOR INFORMATIONAL PURPOSES AND ARE SUBJECT TO ALL OF THE RULES SET FORTH IN THESE TERMS. BY CLICKING THE "READ AND AGREE TERMS AND SERVICES" BUTTON BELOW OR USING THE SERVICE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE TERMS. IF YOU DO NOT ACCEPT ALL OF THESE TERMS, DO NOT CLICK ON THE "ACCEPT TERMS" BUTTON AND DO NOT ACCESS THE SERVICE OFFERED TO THE REGISTERED USERS/MEMBERS.
- ELIGIBILITY FOR MEMBERSHIP.
Www.TextileExcellence.com is available to corporations and business entities directly involved in the textile & apparel and related activities (each a "Company") and their designated user (each, a "Designated User"), and individuals who complete the registration form and can form legally binding contracts under applicable law. If you do not qualify, please do not attempt to use Www.TextileExcellence.com. The Company, Individual and each designated User or Registered User shall each be considered a Member under these Terms. A Designated User shall be deemed to be acting on behalf of the Company at all times. In the event that a Designated User no longer is an authorized representative of the Company (whether due to termination of employment or otherwise), the Company shall notify www.TextileExcellence.com immediately and in writing, of the removal of such User as the Designated User and the appointment of a new Designated User for the Company. Upon issuance of a reply notice by www.TextileExcellence.com acknowledging the change in www.TextileExcellence.com's authorization records, such former Designated User shall no longer be deemed to be a Member. www.TextileExcellence.com may refuse to offer its Service to any one and may change its criteria for Membership, at any time, in its sole discretion.
In order to participate in the Service, the Member must:
(1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web;
(2) provide for Member's own access to the World Wide Web;
(3) pay any telephone or other service fees associated with such access;
(4) provide certain current, complete, and accurate information about Member as prompted to do so by the Registration form; and
(5) maintain and update such registration information ("Registration Data") as required to keep such information current, complete and accurate. If any Registration Data that Member provides is untrue, inaccurate, not current or incomplete, www.TextileExcellence.com retains the right to terminate the Member's account and the Member's rights to use the Service without refund of the fees paid.
We reserve the right to refuse any applicant or Member who registers with false or intentionally misleading information.
- MODIFICATIONS TO TERMS.
Www.TextileExcellence.com may change the Terms from time to time. Upon any change in the Agreement, www.TextileExcellence.com will post the amended Terms on this site. The amended terms shall automatically become effective 10 days after they are initially posted on this site. Member's continued use of the Service after the expiration of the 10 day period constitutes Member's affirmative:
(a) acknowledgement of the Terms and its modifications; and
(b) agreement to abide and be bound by the terms, as amended.
- MODIFICATIONS TO SERVICE.
Www.TextileExcellence.com reserves the right to modify or discontinue the Service, temporarily or permanently, with or without notice to Member, and is not obligated to support or update the Service. Member acknowledges and agrees that www.TextileExcellence.com shall not be liable to Member or any third party in the event that Www.TextileExcellence.com exercises its right to modify or discontinue the Service.
- Www.TextileExcellence.com IS ONLY A WEB PLATFORM.
Www.TextileExcellence.com provides a web platform for dissipating trade information; facilitate trade, job and career opportunities and related services. Www.TextileExcellence.com serves to assist the Buyers and Sellers of Product to complete the transactions between them.
(1) A web based informational services to assist Members using the Service.
(2) A web based platform to assist Job Seekers to find jobs within the 'Job Posting' made by a registered Member or company
As a result of www.TextileExcellence.com's limited role, it has no control over the quality, compatibility, safety or legality of the Products advertised, the truthfulness, accuracy or completeness of any posting (including any posting for sale of any Product(s) and any career web site posting or the character or background of any Member (including without limitation, any Member making a job application), or the terms and conditions of any transaction between the parties. Because www.TextileExcellence.com does not review the substance of the postings on the site, Member must be careful in dealing with other Members to avoid fraud and to recognize the possibility that other Members' information may, despite the prohibitions set forth in these Terms, be harmful, inaccurate or deceptive.
Because www.TextileExcellence.com is not involved in Member-to-Member dealings, except to the limited extent noted above, Member agrees, in connection with any use of the Service:
(1) to release www.TextileExcellence.com (and its officers, directors, employees and agents) from any and all claims, demands and damages, of any type and nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with use of the Service by such Member (including any disputes with other Members using the Service, disputes relating to the qualifications or requirements of job applicants or postings on the web page, and disputes arising from representations or omissions by any Member); and
(2) to attempt to settle any disputes with such other Member directly.
Although www.TextileExcellence.com does not allow Members to post anonymously, the postings are visible to only other members and serious buyers and or sellers. Www.TextileExcellence.com makes every attempt to preserve the anonymity of the parties, unless www.TextileExcellence.com is required to do so by law or in the good faith belief that such action is necessary to:
1) conform with applicable laws or comply with legal process served on Www.TextileExcellence.com;
(2) protect and defend the rights or property of Www.TextileExcellence.com;
(3) enforce these Terms; or
(4) consummate the Transaction for the sale or purchase of Products by the Member through Www.TextileExcellence.com . Member also authorizes Www.TextileExcellence.com to make inquiries and receive information about Member's credit history from third party credit reporting agencies and other Members in order to ensure payment of the fees to www.TextileExcellence.com referenced in Sections 9 and 11 below, and to approve a Member's credit in accordance with Section 11 below.
- MEMBER ACCOUNT, PASSWORD AND SECURITY.
Access to and use of the Service is through a combination of a User ID and Password. Members define and choose their own unique User ID and Password. Each Designated User or Member is responsible for maintaining the confidentiality of his or her own Password, User ID. Furthermore, each Designated User is entirely responsible for any and all activities which occur under his or her User ID, the corresponding Password, and a Company is entirely responsible for any and all activities of its Users, agents, and representatives, whether or not such Users, agents, and representatives are
Designated Users or Member agrees to immediately notify www.TextileExcellence.com of any unauthorized use of the Service or a Member's account (including unauthorized use of a User ID or Password by any employee, agent, or representative of the Company who is not is a Designated User) or any other breach of security known to Member, it being understood that the Designated User's knowledge shall be imputed to the Company. Unauthorized access to the Service, or to the telecommunications or computer facilities used to deliver the Service, is a breach of the Terms and is a violation of law.
There is no charge for being a Member of www.TextileExcellence.com. However, www.TextileExcellence.com may charge a Membership fee to each Member for using value added Services and Fee would be displayed against each of the Services. All payments due under this Agreement shall be made in Euro/ USD or Indian Rupees. Any amount not paid when due shall bear a late payment charge, until paid, at the rate of 1.5% per month or, if lesser, the maximum amount permitted by law. All remedies of www.TextileExcellence.com under these Terms shall be cumulative.
- TRANSACTION PROCEDURE.
A. Initiating a Transaction on the Service. A Transaction begins when either:
(i) a Seller lists Product(s) for sale on the Trading Zone (a "Product-for-Sale Posting"), or
(ii) a Buyer enters a request for Product(s) on the MarketPlace (a "Purchase Request"). Www.TextileExcellence.com then assigns a ID for such Product-for-Sale Posting or Purchase Request. Any information regarding the Products(s) offered or requested, the terms of such offer, or other information contained in the Trading Zone Posting or Purchase Request is determined solely by the party placing such posting.
MEMBER SHOULD CAREFULLY REVIEW THE TERMS AND CONDITIONS CONTAINED IN THE TRADING ZONE POSTING OR PURCHASE REQUEST (INCLUDING TERMS INDICATING WHEN PAYMENT IS DUE AND WHETHER THERE IS A WARRANTY FOR SUCH PRODUCTS) TO DETERMINE WHETHER SUCH TERMS MEET MEMBER'S NEEDS. MEMBER'S only recourse is against the OTHER PARTY TO THE TRANSACTION.
B. Payment, Shipping & Taxes. Once an agreement is reached between Buyer and Seller for the Products, Seller and Buyer shall be responsible for setting the terms of payment, shipment, Product warranty (if any), and other terms governing the sale and purchase of Products under this Service. The Seller or Buyer (as agreed upon by the parties to a Transaction) is responsible for collecting and paying all applicable taxes incurred in respect of Products sold or purchased on www.TextileExcellence.com and all Members specifically acknowledge that www.TextileExcellence.com shall not be responsible for collecting or remitting any taxes except upon its own income. Www.TextileExcellence.com shall not be responsible for any breach by either party of the terms of any Transaction or associated transaction-related activities.
C. Transaction Terms. If the agreement reached by the parties does not otherwise specify, then
(1) if the Buyer and Seller are both organized in a country, the Transaction shall be governed by the laws of that country including without limitation, the Uniform Commercial Code, as adopted in that country; and
(2) if either party is not organized in the same country, the Transaction shall be governed by the United Nations Convention on Contracts for the International Sale of Goods.
THE DISCLAIMERS OF WARRANTIES AND EXCLUSIONS OF DAMAGES SET FORTH IN THESE TERMS APPLY ONLY TO Www.TextileExcellence.com AND NOT TO SELLERS AND BUYERS, AS BETWEEN THEM CONCERNING ANY TRANSACTION OR OTHERWISE.
- NO PAYMENT GUARANTY. Www.TextileExcellence.com does not guarantee performance or payment in any Transaction
- PARTICIPATION IN PROMOTIONS OF ADVERTISERS.
Member may enter into correspondence with or participate in promotions of advertisers promoting their products or services on the Web platform www.TextileExcellence.com ("Advertisers"). Member acknowledges and agrees that any such correspondence or participation, including the delivery of, and the payment for Products and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between Member and Advertiser. Www.TextileExcellence.com shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence, participation, or transactions.
The Service may provide links to other Web sites or resources. Member acknowledges and agrees that www.TextileExcellence.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Member agrees that Www.TextileExcellence.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.
- PROPRIETARY RIGHTS. Member acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained on this Web site or in sponsor advertisements or commercially produced information presented to Member on the Service ("Content") by www.TextileExcellence.com, www.TextileExcellence.com's Advertisers, or Www.TextileExcellence.com's Sellers, is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and Member is only permitted to use this Content as expressly authorized by www.TextileExcellence.com, the Advertiser or the Seller, as applicable. This Agreement does not transfer any right, title, or interest in the Service or the Content to Member, and Member may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by www.TextileExcellence.com, the Advertiser, or the Seller, as applicable.
- MEMBER CONDUCT.
A. Member is Solely Responsible for Conduct. Member agrees that it is solely responsible for its actions, its Products, and the content of its transmissions through or posting on the Service, it being understood that the Designated User acts on behalf of the Company in all actions and submissions on this Service.
B. No Illegal or Deceptive Acts. Member agrees:
1.to abide by all applicable local, state, national, and international laws and regulations in Member's use of the Service;
2.not to impersonate any person or entity or falsely state or otherwise misrepresent Member's affiliation with a person or entity, including whether Member represents a Company or is its Designated User;
3.to comply with all laws regarding the transmission of technical data (including without limitation encryption) exported from India through the Service;
4.not to use the Service for illegal purposes;
5.to comply with all regulations, policies and procedures of networks connected to the Service; and
6.not to use the Service to collect or harvest personal information, including, without limitation, financial information, about other Members of the Service.
C. Libelous or Scandalous Materials. Member agrees:
1.not to post, promote or transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature;
2.not to transmit or post any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
3.not to interfere with another Member's use and enjoyment of the Service or another entity's use and enjoyment of similar services, or engage in surveys, contests, chain letters or post or transmit "junk mail", "spam", "chain letters", or unsolicited mass distribution of e-mail; and
4.that www.TextileExcellence.com neither endorses the content of any Member communications, postings or data nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of this Web site.
D. System Integrity. Member agrees:
1.not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
2.not to interfere or disrupt networks connected to the Service;
3.not to use any device, software or routine or attempt to interfere with the proper functioning of the Www.TextileExcellence.com site or any transactions being offered at this Web site;
4.not to take any action that imposes an unreasonable or disproportionately large load on www.TextileExcellence.com's infrastructure; and
5.not to disclose Member's Password to third parties or use Member's Password for any unauthorized purpose.
E. Copyright Infringement. In the event that Member posts or makes accessible communications or other materials that infringe the copyrights of a third party, Www.TextileExcellence.com shall terminate Member's access to the Service in accordance with www.TextileExcellence.com's copyright infringement policy pursuant to the Digital Millenium Copyright Act. Www.TextileExcellence.com maintains a special e-mail address for notifications of claimed infringement concerning materials. All correspondence should be addressed to www.TextileExcellence.com's "Designated Agent to Receive Notification of Claimed Infringement" at epaper@TextileExcellence.com or at www.TextileExcellence.com's office in Mumbai, India. Members may contact www.TextileExcellence.com with complaints regarding allegedly infringing posted material and www.TextileExcellence.com will investigate those complaints. If the posted material is believed in good faith by www.TextileExcellence.com to violate any applicable law, www.TextileExcellence.com will remove or disable access to any such material and www.TextileExcellence.com will notify the posting Member that the material has been blocked or removed in accordance with its copyright infringement policy. Www.TextileExcellence.com may, at its sole discretion, immediately terminate Member's access to the Service should Member's conduct fail to conform with any provision of this Section
- Some of the foregoing prohibited acts are also punishable by law.
- DISCLAIMER OF WARRANTIES. MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT ITS SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. Www.TextileExcellence.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. Www.TextileExcellence.com MAKES NO WARRANTY THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES Www.TextileExcellence.com MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT MEMBER'S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. Www.TextileExcellence.com MAKES NO WARRANTY REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO OR THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM www.TextileExcellence.com OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER.
- LIMITATION OF LIABILITY.
As a condition of Membership, and in consideration of the services provided by www.TextileExcellence.com, Member agrees that neither www.TextileExcellence.com, nor any officer, affiliate, director, shareholder, agent or employee of www.TextileExcellence.com will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, or costs resulting directly or indirectly from, or otherwise arising in connection with any of the following:
A. Reliance. The use of the www.TextileExcellence.com by the Member, including but not limited to damages resulting from or arising from Member's reliance on www.TextileExcellence.com, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the www.TextileExcellence.com.
B. Termination. The termination of Member's account by www.TextileExcellence.com pursuant to the terms of Agreement.
C. Disclosure. Disclosure of Member's identity prior to a Transaction.
D. Infringement, Etc. Any allegation, claim, suit, or other proceeding based upon a contention that the use of www.TextileExcellence.com by Member or a third party infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.
E. Products. The failure, or alleged failure, of any Product purchased or transferred pursuant to www.TextileExcellence.com to conform to any specifications or terms, whether published on www.TextileExcellence.com or not.
F. Breach. The failure of any Seller to deliver Products, the failure of any Buyer to pay (including any payment by a Credit Approved Member), any delay in shipment or payment, any breach, or alleged breach, of any warranty, covenant or other term, express or implied, relating to any Transaction.
G. Force Majeure. Any delay or failure of www.TextileExcellence.com to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond www.TextileExcellence.com's control.
The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of www.TextileExcellence.com and its affiliates, subcontractors, employees, and agents which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.
Www.TextileExcellence.com SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF MEMBER'S TRANSMISSIONS OR DATA OR FAILURE OF THE SERVICE TO STORE MEMBER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF Www.TextileExcellence.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Www.TextileExcellence.com'S LIABILITY TO MEMBER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF FEES OR COMMISSIONS COLLECTED BY Www.TextileExcellence.com FROM MEMBER IN RESPECT OF THE TRANSACTION(S) TO WHICH THE DISPUTE PERTAINS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO MEMBER.
- NO RESALE OF THE SERVICE.
Member's right to use the Service is limited solely to the Company and its Designated User. Member agrees not to reproduce, duplicate, copy, sell or resell the Service, without the express consent of www.TextileExcellence.com.
- DATA STORAGE.
Www.TextileExcellence.com reserves the right to establish a limit on the amount of memory or other computer storage a Member may utilize through the Service and www.TextileExcellence.com assumes no responsibility for the deletion of, or failure of the Service to store, Member's transmissions, data or posting.
Member agrees to indemnify, defend and hold harmless www.TextileExcellence.com, its parents, subsidiaries, affiliates, directors, officers, shareholders and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Member's use of the Service, Member's violation of the Terms, or the infringement by Member, or any other person using Member's User ID, or Password, of any right of any person or entity.
- TERMINATION & EFFECT.
A. Termination. Either Member or www.TextileExcellence.com may terminate access to the Service with or without cause at any time and effective immediately. Termination shall be accompanied by a written or electronic notice to the other party. Www.TextileExcellence.com shall not be liable to Member or any third party for termination of the Service. Should Member object to any provision of the Terms or any subsequent modifications thereto or become dissatisfied with the Service in any way, Member's only recourse is immediately:
(a) terminate use of the Service; and (b) notify www.TextileExcellence.com of termination.
Upon termination of the Service, Member's right to use the Service immediately ceases and Member acknowledges and agrees that www.TextileExcellence.com may immediately delete the files in Member's account, bar any further access to such files or the Service; provided that, in the event that Www.TextileExcellence.com modifies this Agreement as set out in Section 4 and Member does not accept such modified terms, Member shall have a period of 10 days to remove Member's files and data from Member's account before the Service terminates and Member's access to the Service ceases.
B. Member Obligations Upon Termination. Member agrees that upon termination of this agreement Member will: (1) pay any and all outstanding fees and payments due to www.TextileExcellence.com in full within thirty (30) days after termination; (2) perform its obligations under all outstanding sales or purchases; and (3) not disclose any information that www.TextileExcellence.com has designated as confidential.
All notices to a party shall be in writing and shall be made via e-mail to epaper@Www.TextileExcellence.com for notices to www.TextileExcellence.com, or to the e-mail address that Member provides to www.TextileExcellence.com as part of Registration Data for notices to Member, or such other address as either party may specify. Notice shall be deemed given 48 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, notices may be sent by regular mail, postage prepaid to www.TextileExcellence.com's address provided below or to the e-mail address that Member provided during the registration process. Www.TextileExcellence.com may also broadcast notices or messages on this Web Site, or other matters of importance; such broadcasts shall constitute notice to Member.
Any dispute between Member and www.TextileExcellence.com arising out of this Agreement or Member's use of the Service shall be submitted to binding arbitration in accordance with the then prevailing Commercial Arbitration Rules of the Indian Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Any arbitration shall take place before a panel of three arbitrators, one of whom shall be selected by Member, one of whom shall be selected by www.TextileExcellence.com, and the third of whom shall be selected by the other two arbitrators. Judgment upon any award made in such arbitration may be entered and enforced in any court of competent jurisdiction. The arbitrators shall apply the Indian law. The arbitrators shall have the authority to award actual money damages, specific performance, and temporary injunctive relief, but the arbitrators shall not have the authority to award exemplary or punitive damages, and the parties expressly waive any claimed right to such damages. The costs and expenses of the arbitration, but not the costs and expenses of the parties, shall be shared equally by the parties; provided that if the arbitrators determine that one party prevailed in the proceeding, then the other party shall bear the entire cost and expense of the arbitration.
In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. Www.TextileExcellence.com and Member agrees to allow a court or arbitrator to replace such an invalid, unenforceable or void provision with a valid provision which is as similar as possible in substance to the invalid, unenforceable or void provision. Www.TextileExcellence.com's failure to act with respect to a breach by Member or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of India, the laws, rules and regulations of India shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Members hereby consent to personal jurisdiction by the state and federal courts located in Bombay, Maharashtra, India. This Agreement and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.
- SELECTED DEFINITIONS.
Buyer: Member who seeks to purchase Product on www.TextileExcellence.com.
User ID: A unique alphanumeric string that identifies individual users within a particular Member organization.
Posting: An identification number www.TextileExcellence.com assigns to each Product lot being listed for request by a Buyer or posted for sale by a Seller.
Member: A registered user of www.TextileExcellence.com who has been given a unique User ID and Password for accessing www.TextileExcellence.com regardless of having paid the membership fees.
Membership: Privileges provided to Members allowing the access to value added Services on Www.TextileExcellence.com.
Negotiation: A process whereby two or more Members attempt to arrive at final terms for the purchase and sale of Product on Www.TextileExcellence.com through a series of offers and counter-offers.
Posting: A posting of a Lot on the Trading Zone by a Seller seeking Bids by Buyers.
Password: A unique alphanumeric string that, in conjunction with the User ID, identifies the Member.
Product: Textile raw materials, Finished product, accessories, dyes & chemicals used in textile manufacturing, machinery or equipment, and services that could be traded, advertised on www.TextileExcellence.com.
Seller: Member who seeks to sell Product on the MarketPlace.
Transaction: When a Buyer and Seller agree on the price of a given Product lot posted on the Marketplace.
- ACKNOWLEDGMENT. Member acknowledges that
(a) Member has read and understood this Agreement; and
(b) that this Agreement has the same force and effect as a signed agreement.