Terms & Conditions of Redington

Terms and Conditions - Version 37

Your use of Our Platform is subject to our Privacy Policy, and you are hereby required to read and understand the same in detail. Any personal information provided to Redington by You during the course of usage of Platform or at the time of onboarding will be treated in accordance with Our Privacy Policy and applicable laws and regulations. You are aware that any information collected from you will be shared with OEMs, vendors, customers and service providers for the purpose of procuring or selling the Products as defined herein and you unequivocally consent to the same. If You object to Your information being collected, used, transferred or otherwise processed by Redington, then you are advised to immediately cease accessing and using the Platform. Your continued usage of the Platform and your submission of any Information including any personal information shall be deemed as your acceptance of the T&Cs and your consent to the above.

Beware of: Fake Redington Apps and Fraudulent Activities on Telegram, Instagram, LinkedIn, YouTube etc.

This is to notify to the general public that some unscrupulous persons are unauthorizedly using the name of Redington Limited; Redington Group / Affiliates (“Redington”) and posing themselves as employees, representatives, agents of Redington and its associated/group companies, with ulterior motive to earn wrongful gain and/or cheat the prospective investors and business associates and are fraudulently offering investment opportunities online through certain websites or through telephone calls or by issuing fake offer letters and also soliciting them to deposit money in certain bank accounts. These people are also unauthorizedly using the name, trademark, domain name and logo of Redington with a view to tarnish the image and reputation of Redington.

Redington is not associated with any of these elements. Further, Redington does not ask, solicit, nor accept any monies for any schemes in any form from investors or business associates, whether online or otherwise. Each person dealing with such elements without checking with us shall be doing so at his / her own risk and Redington bears no responsibility for amounts being deposited / withdrawn therefrom in response to such fake offers.

Redington does not:

• Solicit any investment in schemes from free email services like Gmail, Rediff mail, Yahoo mail, etc.;

• Request payment of any kind from prospective investor/s;

• Authorise anyone to collect money or arrive at any monetary arrangement in return for any business opportunity at Redington;

• Provide any job or employment in return for any investment or payments

• Redington avails certain services through professional investment agencies. Even in those cases, offers are always made directly by Redington and not through any third parties.

Please Note:

1. Redington strongly recommends that the potential investors or business associates should always reach out to Redington for verification and should not respond to such fake solicitations, in any manner directly.

2. Redington will not be responsible to anyone paying money to any third party or acting on an offer not made by Redington;

3. Redington shall not be responsible to anyone making any investment/business association offer in return for money to any person or entity not authorized by Redington;

4. Redington reserves the right to take legal action, including criminal action, against such individuals/entities found indulging in such illegal activities.

5. For any employment or business association opportunities you are requested to visit our official website https://redingtongroup.com/ for all authentic information. You are also advised to enquire directly with us to confirm if the job opportunities / offers or promotions are genuine.

ONLINE TERMS AND CONDITIONS

Please read these terms and conditions of use carefully. These terms and conditions ("T&C") may have changed since your (Buyer) last visit to this site.

1. For the purpose of these T&C, wherever the context so requires, "You" or "User" or “Buyer” shall mean any natural or legal person who has agreed to become a buyer on the Platform by providing registration data or by filling up an onboarding form while registering on the Platform as registered user or Channel Partner. Redington allows You to surf the Platform without registering on the Platform, however any purchase can be made only after your registration is accepted by Redington.

2. These T&Cs are an electronic record in terms of Information Technology Act, 2000 and rules 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.

3. These T&Cs are published in accordance with the provisions of Information Technology Act, 2000 and the Rules thereunder that require publishing the rules and regulations, privacy policy and the terms and conditions for access or usage of domain name www.redingtononline.com (“Website”), and includes the related mobile site and mobile application (hereinafter referred to as “Platform”).

4. The Platform is owned by Redington Limited a company incorporated under the Companies Act, 1956 with its registered office at Block3, Plathin, Redington Tower, Inner Ring Road, Saraswathy Nagar West, 4th Street, Puzhuthivakkam, Chennai 600091, India (hereinafter referred to as "us” / “Redington").

5. Your use of the Platform, services and tools is governed by the T&Cs, including the applicable policies, rules and guidelines, which are incorporated herein by way of reference. By mere use of the Platform, You acknowledge that you are contracting with Redington and these T&Cs, including any associated policies, rules, and guidelines and upon purchase of any Products from us, the applicable invoice and Original Equipment Manufacturer (“OEM”) terms constitute Your binding obligations with Redington. 'Product' shall mean any or all goods and services offered by Redington including 'hardware products, software licenses and/or services (including ‘cloud services’ and ‘subscriptions'), as the case may be, sold, licensed or access to which is granted by Redington or its affiliates from various third-party vendors (each such vendor being an OEM).

6. We reserve the right, at Our sole discretion, to change, modify, add or remove portions of these T&C at any time and the most current version of the T&Cs shall be available in the Platform which shall be effective from the date of publication. It is Your responsibility to review these T&Cs periodically for any updates / changes. Your continued use of the Platform following the posting of the revised T&Cs will mean that You accept and agree to the revisions. As long as You comply with these T&Cs, We grant You a personal, non-exclusive, non-transferable, limited right to enter, browse and use the Platform.

7. Accessing, browsing or otherwise using the site indicates your agreement to all the terms and conditions under these T&Cs, hence we advise you to read the T&C carefully before proceeding. By impliedly or expressly accepting this T&C, You also accept and agree to be bound by Redington policies (including but not limited to Privacy Cookies Policy) as amended from time to time.

MEMBERSHIP ELIGIBILITY FOR CHANNEL PARTNERS:

8. You acknowledge that You are required to complete the onboarding process through the form provided and furnish a valid business license issued by the Central or State Government, certifying you as a trading entity, as a condition precedent to use the Platform. All fields identified as mandatory must be duly populated by You as part of the onboarding process. You will not be eligible to be onboarded on the Platform as a Buyer if You provide incomplete or inaccurate information and/or fail to provide a valid business license (from the list of acceptable business licenses as listed on the Platform). Redington reserves the right to evaluate and as required verify the information; and the business license provided by You to confirm its authenticity, subject to Redington’s satisfaction you will be onboarded as a Channel Partner of Redington. You agree that in the event it is found that the information provided by you is untrue, inaccurate, not current or incomplete or Redington has at any time, reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Redington shall at its sole discretion have the right to indefinitely suspend or terminate or block access of Your membership on the Platform and refuse to provide You with any further access to the Platform.

9. You hereby acknowledge that You will be permitted to use the Platform and buy any Products solely for the purpose of resale, trade, business, institutional and/or industrial use and not for personal consumption. Your business address shall be the default shipping address on the invoice generated pursuant to a purchase transaction on the Platform.

10. Redington reserves the right to contact and collect all details from You or regarding You. including but not limited to (i) the name of business entity, (ii) nature of business entity, (iii) license/registration number of valid business license provided; (iv) volume of sale, etc. Redington shall rely on the copy of the business licenses/documents provided by You. You warrant that the business licenses / documents submitted are genuine and valid. Your registration of the Platform shall remain valid till the period the business licenses provided by You remains valid and you remain complaint with the T&Cs. You agree to notify Redington immediately if any information furnished by You, as part of the on-boarding process, changes, including but not limited to, change in business address, contact number, change of authorized representatives, suspension/ cancellation of the business license, discontinuation of business, etc.

11. Transaction on the Platform is available only to persons who can form legally binding contracts under applicable laws.

YOUR ACCOUNT AND REGISTRATION OBLIGATIONS:

12. If You use the Platform, You shall be responsible for maintaining the confidentiality of Your login ID and Password and You shall be responsible for all activities that occur under Your ID and Password.

13. Your mobile phone details are treated as Your primary identifier on the Platform. It will be Your responsibility to ensure that Your mobile phone details are up to date on the Platform at all times. You agree to notify Redington Limited promptly if Your mobile phone number changes by updating the same on the Platform through a onetime password verification.

14. Redington Limited specifically clarifies it shall not be liable or responsible for the activities or consequences of use or misuse of any information that occurs under Your account on the Platform (“Account”) in any case, including, where You have failed to update Your revised mobile phone number on the Platform.

15. If You share or allow others to have access to Your Account on the Platform by creating separate profiles under Your Account, or otherwise, if you allow others to view and access Your Account information, You shall be solely liable and responsible for all the activities undertaken under Your Account, and any consequences therefrom.

16. Redington can, at any time, terminate Your account or place Your account on hold in order to protect the interests of Redington or the Content Owners or any individual/entity associated with the Platform or as required under law, from an actual, probable or suspected theft, loss, damage or other fraudulent activity. Redington reserves the right to immediately terminate, suspend, limit, or restrict Your access or use of the Platform, at any time, without any notice or liability, if Redington so determines, in its sole discretion, for any reason whatsoever, including that You have: (a) breached these T&Cs or the Privacy Policy; or (b) violated any applicable law, rule, or regulation; or (c) You have engaged in any inappropriate or unlawful conduct; or (d) provided any false or inaccurate information; or (e) for any other reason that Redington deems fit in its sole discretion.

17. All sales made by Redington to you, or your customers/purchasers, are subject to the terms and conditions hereof and the Invoice terms.

18. Terms and Conditions of Sale in the Redington Invoice shall be in addition to the terms hereof and shall supersede these T&C terms to the extent of the conflict. The Terms and Conditions of Sale contained in Redington invoice shall prevail over all previous, existing or contemporary communications exchanged between the parties, whether or not in writing including but not limited to any terms mentioned in any other document or Purchase Order..

19. PURCHASE ORDER (PO): Purchase Order shall mean the order placed by the you on the Platform for supply of Product(s). Placement of order on the Platform is an offer to buy the Product(s) and it shall not be construed as Redington's acceptance of offer to provide the Product(s) ordered, unless there is specific acceptance. Redington retains the right to reject/cancel any order placed. Purchase Order should contain (i) Product description, (ii) unit quantity, (iii) SKU number and/or vendor part number, (iv) current unit price as provided by Redington, and (v) correct shipping address. The Purchase Orders once placed by You shall not be cancelled unless agreed previously in writing by Redington. All Products sold to You hereunder are for resale to end users (who purchase for internal use) or to the reseller, as the case may be, in the country (ies) authorized by the OEM of the Product.

20. INFORMATION: All Product pricing, description, and availability information ("Information") provided by Redington, in any form, is proprietary to Redington or the OEM. You agree to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein. ALL INFORMATION PROVIDED TO YOU ARE "AS IS". REDINGTON HEREBY DISCLAIMS ANY AND ALL PRODUCT AND OR SERVICE-RELATED WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE PRODUCTS OR SERVICE SOLD. YOU EXPLICITLY AGREE TO NOT HOLD REDINGTON (NOT BEING THE MANUFACTURER OR SERVICE PROVIDER) RESPONSIBLE AND LIABLE FOR QUALITY, FUNCTIONALITY OR DEFECT IN WORKMANSHIP OF THE PRODUCTS SOLD UNDER THESE TERMS INCLUDING INTELLECTUAL PROPERTY INFRINGEMENT AND CLAIMS ARISING OUT OF THE PRODUCTS. ALL CLAIMS OF WARRANTY / DOA SHOULD BE ADDRESSED ONLY TO THE OEM OF THE PRODUCTS OR THE AUTHORIZED SERVICE PROVIDER. REDINGTON WILL NOT ACCEPT ANY RETURN OF PRODUCTS UNLESS AGREED IN WRITING.

21. PRICE: The Price quoted to You is specific and any other information divulged to You in general shall be deemed to be confidential information and You shall maintain the confidentiality of such price and other information. All prices are subject to change without prior notice. Redington's decision as to the price change shall be final and binding on You.

22. CREDIT CARD PAYMENT OPTION. Notwithstanding anything to the contrary in these T&C or other governing terms for a Product, where Products are made available via a credit card payment option, You will pay the applicable fees in advance (unless otherwise stated in the Order), at the time of purchase. Redington may use certain third-party vendors and service providers to process payments and manage credit card information including any third-party payment service provider and You agree to the same. Any third-party payment service provider may reserve the right to refuse your use of the payment service to You, for any reason, and at any time.

23. INCOMPLETE PAYMENTS. Redington is not liable for any payments that are dishonored/not completed due to insufficient funds or credit limit, incorrect credit card information provided by You, expiration of the credit card, or other circumstances beyond Redington’s control. To the extent any amounts owed cannot be collected from the credit card provided by You, Redington has the right to charge the amount of any such transaction to Your account/E NACH/Mandate (if any), or to otherwise collect the amounts due from You, or invoke any e mandate provided even if the value of the outstanding is less than the amount mentioned in the e mandate and even terminate the related Order. If Redington receives any notice from any OEM/ service provider that Your use of the Platform or the payment service is in breach of their terms or of any agreement between You and any OEM/service provider, Redington may take actions including, but not limited to, those necessary to rectify such breach, removing your ability to use the payment service to make or accept payments on the Platform, and/or the suspension or termination of Your account on our website.

24. PURCHASE ON REDINGTON CREDIT: You may be provided at Redington’s sole discretion, an option to avail credit facility on such terms and conditions for purchase of any Product based on your credit worthiness. In order to ascertain applicable credit limit, Redington may collect, process and to the extent required share such information (including without limitation, GST; PAN; CIN; credit card details , phone number etc.) with third party service providers and the applicable credit limit will be determined based on the credit score and credit worthiness report provided by the third party service provider. You hereby expressly agree and authorize Redington to use, store, process and to the extent required, make available any and all Your details to the third-party service providers for this purpose.

25. AUTHORIZATION. By entering credit card information, You are specifically : (i) stating that You are an authorized user of the credit card and that the associated information entered (account holder name, account number, billing address, etc.) is accurate; (ii) authorizing Redington to charge the full amount due for the Products(s) to the credit card; (iii) authorizing Redington to charge the amount due, if You authorize automatic payments, then for E-Mandate; E -NACH, renewals of a subscription for the Products to the credit card; and (iv) authorizing Redington to return to the credit card any funds due to You resulting from any purchase of Products made using a credit card.

26. PRIVACY: Redington will collect, process and/ or use the information provided by You (including details of transactions on the Platform). Redington may also share the aforesaid information with its associated companies for administering and performing customer care, suggesting credit & financing product(s)/scheme(s), personalized customer services as well as for sales promotion, marketing and opinion research activities, offering additional services, schemes, promotions, opportunities, enrolment in special programs, etc. You expressly consent to share such information and to receiving calls and messages from Redington or its associated companies or service providers for the aforesaid purposes.

27. LEGAL DISCLOSURES: In the event, Redington is required by any law or regulation, validly given order of any judicial or government authority or legal process to disclose any details related to You or purchases made by You or on Your behalf, You give unconditional consent to share all such details with the concerned authority without any prior intimation to You.

28. SHIPMENT AND DELIVERY: Shipping and delivery of products shall be strictly as provided in Redington's Invoice. If You request special shipping instructions, You will bear all cost, risk of loss and damage to the Product in transit. Any Promised Date of Delivery or Expected Date of Delivery communicated in any manner whatsoever are only indicative and do not constitute any guarantee or assurance by Redington to deliver within or on such indicative dates. Notwithstanding anything contained hereinabove or elsewhere, it is agreed that Redington shall not be responsible for any delay in delivery of Products nor responsible for any damages for delay in delivery for any reason whatsoever. Any Billing, shipping discrepancies or defect in the Products shall be brought to the knowledge of Redington at the time of receipt of the Products or at the time of receipt of invoice failing which it shall be deemed that the Products have been delivered in good and acceptable condition.

29. PROOF OF DELIVERY: At the time of delivery of the order You would be required to acknowledge receipt of the delivery and sign the delivery proof document provided by Redington’s delivery partner in acknowledgement of satisfactory receipt. In the event the delivery partner process involves electronic proof of delivery, a unique, time-sensitive one-time password (OTP) for the specific order will be sent to your registered mobile number. This OTP is required to verify the order and its delivery. The OTP will be valid only for the duration mentioned in the message in which the OTP is provided. This is commonly done via SMS, however some delivery partner services may use other communication methods such as email, WhatsApp or a dedicated app. You will receive / download the required app to enable receipt of notification informing them that the OTP has been sent and is required to complete the delivery process. If the order is being delivered with such one-time password, You will be required to share the OTP to the delivery agent who will then enter it on a handheld device. Once the delivery agent is satisfied that the OTP entered is correct, the delivery agent will deliver the Products to You. The OTP received by You must be directly communicated to the delivery agent and not shared with any third person. It is specifically clarified that if You share such OTP with any other person except the delivery agent, Redington will not be responsible in any way for any consequence thereof. You agree that providing of the OTP to the delivery agent shall be adequate proof for delivery of the order. Any issue with the correctness / quality / quantity of the Product delivered shall be raised within the period stipulated, failing which the order is deemed correctly delivered and thereafter Redington shall not be obliged to entertain any complaints or claims whatsoever.

30. Title & lien: Title to the Product remains only with Redington, until Redington receives full payment. Redington shall have a general unpaid seller's lien on all Products sold to You, whether or not the Products are in Your possession or of any third party.

31. PAYMENT:

a. Acknowledgement of any and all payments made through Digital Payment Gateway or through Redington Credit E-mandate; E- NACH etc. payment would be subject to receipt of fund in Redington's account. You irrevocably undertake not to hold payments due to the Redington on account of a dispute between You and the manufacturer/OEM/service provider or a third party or for whatever reason. You will be liable to pay interest @ 24% per annum or the maximum interest allowed under applicable laws for payment made beyond the due date until the date of realization with applicable taxes and penalties. All bank charges (including any fee, penalty etc.) and stamp duty on bills of exchange, wherever applicable shall be paid by You with GST as applicable. The balance confirmation sent by Redington to You shall be the final and conclusive document for the purpose of ascertaining the outstanding payable by You. Any discrepancy in the outstanding mentioned in the balance confirmation shall be addressed to Redington in writing within 7 days of receipt of the balance confirmation letter or e-mail as the case may be, failing which the amount mentioned in the balance confirmation shall be deemed to have been agreed, accepted and acknowledged by the Buyer.

b. While availing any of the payment method/s available on the Platform, Redington will not be responsible nor assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly due to (i) Lack of authorization for any transaction(s), or (ii)Exceeding the preset limit mutually agreed by You and Your Bank, or (iii) Any payment issues arising out of the transaction, or (iv) Decline of transaction for any other reason.

c. You specifically undertake to keep Redington informed on all process and content involved in the creation; modification and or revocation of any E-Mandate; E NACH instruction created pursuant to this T&C. You further agree to not modify or revoke or issue any conflicting instruction detrimental to Redington in any manner whatsoever regarding any E-mandate or E NACH provided to Your bank or NBFC in furtherance of your engagement with Redington. You will as and when required, complete all actions and activities required to renew / keep valid any E-Mandate; E -NACH provided pursuant to Your engagement with Redington. You agree to fully indemnify and hold harmless Redington, its Affiliates, employees and service providers against any claims, loss, cost (including reasonable attorney cost and expenses)and consequence in any action, suit or proceeding due to Your breach of this clause.

d. Before shipping / delivering Redington or OEM may request You to provide supporting documents (including but not limited to Govt. issued ID and address proofs) to establish a safe online shopping environment.

e. Further:(a). You understand, accept and agree that the Payment Facility provided by Redington is neither a banking nor financial service but is merely a facilitator providing an electronic, automated online electronic payment, and remittance facility for the transactions on the Redington Platform using the existing authorized banking infrastructure and Credit Card payment gateway networks. (b). You, as a Buyer, understand that upon initiating a transaction You are entering into a legally binding and enforceable contract to purchase the Products using the Payment Facility, and You shall pay the transaction price through Your Issuing Bank using Payment Facility (c) You, as a Buyer, shall electronically notify Payment Facility using the appropriate Redington Platform features immediately upon delivery or non-delivery within the time period as provided in policies. Non notification by You of delivery or non-delivery within the time period specified in the policies shall be construed as a deemed delivery in respect of that transaction. (d)You understand that the Payment Facility may not be available in full or in part for certain category of Products and/or transactions as mentioned in the applicable policies and hence Redington reserves the right to refuse to process transactions by You with a prior history of questionable charges including without limitation breach of any agreements by You with Redington or breach/violation of any law or any charges imposed by Issuing Bank or breach of any policy.

32. TAXES: Unless otherwise specified, prices do not include taxes. You will i be responsible for payment of GST and all other duties/taxes as applicable to the sale. If at any time before or after delivery to You or Your representative of all or any part of the Products, any duty/tariff/tax or charge of whatsoever nature is imposed / increased by the Government of India, the State Government or any other authority or railway or shipping freight is increased with retrospective effect, then You shall be liable to reimburse Redington to the extent of the new imposition or increase thereof. Exemption certificates, valid in the place of delivery, must be presented to Redington prior to shipment if they are to be honored. No credit, refund or set-off for tax and other statutory levies already collected will be allowed on rejected/returned Products unless such Products are received back by Redington before the end of the quarter of the Sale along with original document of invoice and with the confirmation from the Buyer that no credit of tax is availed in respect of the product rejected/returned.

33. FORCE MAJUERE: Sale under these terms and conditions are subject to force majeure events. Redington shall not be liable for delay or non-delivery for reasons beyond the control of Redington. Your payment obligations for delivered Products shall however remain unaffected by any such conditions.

34. WARRANTY: Product/service warranties, if any, are provided by the OEM of the Products/services. REDINGTON DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE EITHER, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN. REDINGTON DOES NOT WARRANT THAT PRODUCT DESCRIPTION OR OTHER CONTENT OF THIS PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE AND ASSUMES NO LIABILITY IN THIS REGARD.

35. PRODUCT RETURNS: All Returns shall be as approved by the OEM. In the alternative, You must obtain valid Return Material Authorization ("RMA") number from Redington for all returns. RMAs will be issued, at Redington's sole discretion only. Defective Product Returns are subject to specific approval from the OEM at Your risk and cost. Redington reserves the right to require You to return defective Products directly to the OEM as per OEM defective Products return policy.

36. DAMAGED PRODUCT RETURNS: If the Product is received in damaged condition it should be recorded on the shipping documents at the time of receipt. Failure to notify the damaged condition at the time of receipt of Product, shall be deemed acceptance of the Product without any defect as of the date of shipment.

37. COMPLIANCE WITH LAWS: You will ensure compliance of all applicable, local laws relating to its business and storage of the Products including but not limited to environmental protection laws, e-Waste laws as well as other foreign laws applicable for the class of Products sold under these presents. You will ensure compliance of all applicable manufacturer terms in respect of the Products purchased by You. You will also ensure that the Your purchasers, who buy these Products from you also comply with the above requirement. It is our responsibility to ascertain respective OEM terms on their own for the purpose of compliance and shall inform Your purchasers of this requirement. You will be responsible for any acts and omissions on the part of Your purchasers to comply with all applicable terms required by law or any specific OEM terms. You acknowledge that Redington shall in no event be liable for any act of ignorance of applicable law by You or Your purchasers.

38. INDEMNITY: YOU WILL INDEMNIFY AND HOLD HARMLESS REDINGTON, ITS LICENSORS, AFFILIATES, SUBSIDIARIES, GROUP COMPANIES (AS APPLICABLE) ITS THIRD PARTY SERVICE PROVIDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, FROM ANY CLAIM OR DEMAND, OR ACTIONS INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY OR PENALTY IMPOSED DUE TO, OR ARISING OUT OF, YOUR BREACH OF THIS TERMS OF USE, PRIVACY POLICY AND OTHER POLICIES, OR YOUR VIOLATION OF ANY LAW, RULES OR REGULATIONS OR THE RIGHTS (INCLUDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS) OF A THIRD PARTY. REDINGTON SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS BUYER OR ANY THIRD-PARTY INCLUDING END CUSTOMERS FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY YOU OR SUCH THIRD PARTY ARISING FROM THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS. YOU UNDERTAKE NOT TO USE THE INTELLECTUAL PROPERTY RIGHTS OF REDINGTON OR THE OEM OF THE PRODUCT WITHOUT THE PRIOR WRITTEN CONSENT OF REDINGTON OR THE RESPECTIVE OEM.

39. LIMITATION OF LIABILITY: REDINGTON SHALL NOT BE LIABLE TO YOU, YOUR CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, DEATH OR INJURY OF ANY KIND OR NATURE, ARISING OUT OF OR RESULTING FROM THE USE OR APPLICATION OF THE PRODUCTS. IN NO EVENT REDINGTON SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, LOSS OF GOODWILL, BUSINESS, OPPORTUNITIES OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY PRODUCT/S. IN NO EVENT THE TOTAL LIABILITY OF REDINGTON SHALL EXCEED THE NET PURCHASE PRICE ACTUALLY RECEIVED BY REDINGTON FOR THE PRODUCTS OR SERVICES SOLD BY REDINGTON. SUBJECT TO THE RETURN OF THE PRODUCT IN THE SAME CONDITION AS IT WAS SUPPLIED. IN NO EVENT REDINGTON SHALL HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR SAFETY, AVIATION, MEDICAL, LIFE SAVING, LIFE-SUSTAINING OR NUCLEAR APPLICATIONS.

40. COMPLIANCE WITH U.S. EXPORT LAWS AND OTHER RELEVANT EXPORT CONTROL LAWS: You acknowledge and shall advise Your customer that the Products supplied hereunder are subject to the controls of the United States Department of Commerce or other relevant export control laws and that the Products may require authorization prior to export, re-export or transfer to any customer within or outside India who is required to obtain a license before the purchase of the Product. You explicitly agree that You will not directly or indirectly export, re-export, transfer in-country, or transfer of the Product to any customer within or outside India in violation of any export control laws or regulations of the United States or such other country specific export control laws or with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless You have obtained prior approval from the Department of Commerce or other relevant authority(ies) and the OEM. You further warrant that You will not export, re-export or transfer in- country directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Order issued by the United States or such other country specific export control laws. You undertake and warrant that the You will communicate and stipulate all the above stated conditions to the Your customers and ensure the customers also comply with the same without any deviation.

41. COMPLIANCE WITH ANTI-CORRUPTION and DATA PROTECTION LAWS: You will comply and ensure that all Your employees, officers, directors, agents, resellers, representatives, etc. complies with all anti-corruption laws, including but not limited to the Prevention of Corruption Act, 1988 and U.S. Foreign Corrupt Practices Act and all applicable and relevant laws in the respective OEM country(ies) (collectively referred to as Anticorruption laws). Under the anti-corruption laws, it is illegal and it is prohibited to pay, offer to pay or authorize to pay or offer (directly or indirectly) any money or anything of value to any government official or the immediate family of any such official, a political party or a party official, or any candidate for political office, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, You or Redington in obtaining or retaining business, or securing an improper advantage.

42. DATA PROTECTION: You will comply with all the requirements under the Data Protection Laws applicable in the Territory where the You or Your customer operates. You irrevocably consent to Redington sharing Your /Your customer data including personally identifiable information to the OEM, vendor and service providers during the course of its business engagement. You hereby confirm that You have the right and authority to share Your and Your customer’s data with Redington. For complete details of Redington collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy and Cookies Policy below. You agree that OEM may also collect, hold, and process Your personal information in the course of transactions (for example, your name, and postal address) And the OEM policies which will be governing their collection, processing, and holding of Your personal data. Before entering into a transaction with any OEM please ensure that You have read, understood, and agree to their policies in relation to the data.

43. AUDIT RIGHTS: Redington shall have the right to inspect/audit either, on its own, or through a third-party auditor ("Auditor") to conduct on-site audits and examine any records, invoices and/or other data or documents that are necessary to establish Your compliance with these T&Cs. If such audit establishes that there has been non-compliance by You, then You shall promptly cure the non-compliance within the time line stipulated by Redington. Redington shall have the right to claim the cost of Audit in such an event. You undertake to maintain documents/records during and for a period of eight (8) years from the date of such document.

44. RELATIONSHIP OF THE PARTIES: Your relationship with Redington will be that of an independent contractor. You will not have, and will not represent that it has, any power, right or authority to bind Redington, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of Redington or in Redington's name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting You and Redington as partners, employer/employee, franchisor/franchisee, or principal/agent between the parties.

45. OEM RESTRICTIONS: All Products delivered to You hereunder may have additional restrictions on their use required by the OEM. You are solely responsible for ensuring Your adherence to any and all such restrictions and requirements. If any OEM or its supplier prohibits Redington from selling specific Products to You, then Redington reserves the right not to sell such Products to You as well as to take back from You. Use of a Product is also governed by the terms and conditions provided by the OEM. By ordering, installing or enabling a Product, You are providing confirmation to OEM Terms and shall ensure to have agreement in writing with Your customer/ end users to ensure compliance of OEM terms. You acknowledge that (i) Redington is not a party to, or responsible for Your/ Your end user’ noncompliance with, the Terms, (ii) Redington does not guarantee any OEM Terms are adequate for end user’s needs, (iii) Redington does not assume any obligation or responsibility with regard to the use of the Product, its workmanship, merchantability fitness for any purpose, its support or any other related services or products.

46. CODE OF CONDUCT: You confirm that You have reviewed the Code of Conduct shared in the link: https://redingtongroup.com/wp-content/uploads/2024/11/Code-of-Business-Ethics-Redington-Group-v1.2-1.pdf and agree to abide by the same while dealing with Redington.

47. DISPUTE RESOLUTION, ARBITRATION and GOVERNING LAWS & JURISDICTION: Redington shall have the right to combine individual invoices for the purpose of making a combined claim, if You have availed credit facility from Redington. All or any Dispute arising out of all or any terms of the Contract between the Parties hereto shall be resolved through Arbitration. Either of the Party may notify the Dispute to the other party, enabling them to find an amicable settlement of the Dispute within 30 (thirty) days of such notification. In the event no amicable settlement is arrived within 30 (thirty) days as stated supra, either of the party(s) shall refer the dispute to Arbitration. Both the Parties shall mutually appoint a Sole Arbitrator within 1 (one) month of such reference of dispute to Arbitration or prefer an application before the Hon'ble High Court, Chennai under the provisions of The Arbitration and Conciliation Act, 1996 as amended. Such proceedings shall be conducted in English language only and in accordance with the provisions of The Arbitration and Conciliation Act, 1996 as amended. The finding of the Sole Arbitrator shall be final and be binding on all parties. The Seat and Venue for Arbitration shall be exclusively at Chennai. Any irregularities related to Identity Theft and Violation of Privacy, shall be subject to Jurisdiction of courts in Chennai. The Terms and Conditions hereof shall be construed, interpreted and enforced under and in accordance with the laws of India and the parties explicitly agree that all or any legal proceedings in connection with the Arbitration proceedings shall be subject to the Jurisdiction of Courts in Chennai alone. Redington shall also have the right to initiate the appropriate civil / criminal proceedings including complaint u/s 138 of NI Act, as applicable.

48. NOTICES: All legal notices to You shall be in writing and may be given at the address provided by You in the form. Notices to Redington shall be sent to: Legal Department, Block 3 Plathin Redington Tower, Inner Ring, Road, Saraswathy Nagar West, 4th Street, Puzhuthivakkam, Chennai 600 091, Tamil Nadu, INDIA In accordance with Information Technology Act 2000 and rules made there under, the name and contact details of the Grievance Officer are provided below: Mr. K. Vijayshyam Acharya, Designation: Compliance Officer and Investor Grievance Redressal Officer. E-Mail: investors@redingtongroup.com

49. NON COMPLIANCE: In case of any non-compliance or violation of these T&Cs observed by You while dealing with Redington, you are required to report the same to compliance@redingtongroup.com. Redington assures that any such reporting shall be treated with utmost caution and confidentiality wit no retaliation whatsoever. Alternatively, you may also report any such incident anonymously through our Safe call hotline numbers provided (India 000 800 4401 256).

50. BINDING EFFECT/ASSIGNMENT: These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors-in-interest and permitted assigns. Yu will not assign Your rights and/or duties under these terms and conditions without the prior written consent of Redington given at the Redington’s sole option. Notwithstanding the foregoing, Redington may assign or transfer any receivables due from You to a subsidiary or affiliate upon notice to You.

51. PARTIAL INVALIDITY: If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

52. NO WAIVER: Failure or delay of Redington to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

53. THIRD PARTY BENEFICIARIES: The parties hereto acknowledge that this Agreement is not intended to and shall not benefit any third party, except that Redington Suppliers/Vendors (including OEM) shall have the right to enforce this Agreement directly on the You and Your Customers.

54. DECLARATIONS:

a. You will not pay or promise to pay any commission, payment fees or any other benefit to any third party acting on Redington’s behalf to obtain business.

b. You agree that Redington will conduct screening of transactions to ensure that the customers, end users, service providers are not designated on any restricted or denied party lists.

c. You will adhere to all anti-bribery policies including PCA, FCPA & UK anti-bribery acts, procedures and provide periodical training to the employees to comply with the same.

d. You will comply with all applicable laws, rules and regulations while dealing in the products and services.

e. You agree to have carefully read and understood the above-mentioned terms and conditions including the Redington Code of Conduct and agree to abide by the same

f. You hereby declare that the particulars furnished to Redington shall be true and correct.

g. You warrant that the person acting on our behalf as your representative is duly authorised by you to represent your organization.