Click on the button - 'Proceed' after highlighting the option 'I Agree' to gain access to the eProcurement Starter's Kit.
Terms and Conditions will be pursued by legal action to the fullest extent possible.
Vendors that have any questions about the Terms and Conditions are invited to PNB.
1. Vendors; Warranties
Through the platform, Vendors can participate in the Transactions with PNB.
USERS OF THE PORTAL REPRESENT AND WARRANT THAT THEY (1) ARE DULY AUTHORIZED TO CONSENT TO THESE TERMS AND CONDITIONS ON BEHALF OF THEIR RESPECTIVE COMPANIES; (2) CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW; (3) HAVE THE RIGHT TO GRANT THE INTELLECTUAL AND INFORMATIONAL PROPERTY RIGHTS AT ISSUE UNDER THIS AGREEMENT, AND THAT SUCH GRANTS DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY; AND (4) ARE COMMERCIAL BUSINESSES, NOT CONSUMER VENDORS, FOR PURPOSES OF USING THIS PORTAL.
2. IDs, passwords and digital certificates
User IDs, passwords, and digital certificates are confidential and proprietary. It is a violation of the Terms and Conditions for a User to disclose its password or share its ID, password, or digital certificate with any unauthorized third parties, or to use its ID, password, or digital certificate for any unauthorized purpose. Each User, and not the Consortium, is solely responsible for any unauthorized use of User's ID, password, or digital certificate.
3. Transacting on the Portal
Transactions on the Portal are governed by the Terms and Conditions. The specific terms and conditions of each Transaction (such as pre-qualification criteria, technical requirements, pricing, warranties, delivery, etc.) entered into through the Portal are established between the PNB and Vendor.
4. No warranty
BY ASSENTING TO THESE TERMS AND CONDITIONS, VENDORS ASSUME ANY AND ALL RESPONSIBILITY AND RISK OF USE OF THE PORTAL AND ANY PRODUCTS OR SERVICES CONTAINED THEREIN. PNB PROVIDE THE PORTAL AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE PURCHASER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE; AND (C) AS TO THE ACCURACY OF ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE PORTAL BY OR ON BEHALF OF ANY SELLER OR BUYER.
5. Good Faith and Fair Dealing
Each User hereby agrees to act in accordance with the principles of good faith and fair dealing when transacting on or through the Portal. PNB reserves the right to investigate any allegation or evidence of any User's failure to abide by the principles of good faith and fair dealing in connection with its use of the Portal, and to fashion and enforce remedies, in its sole but reasonable discretion, in order to address any violation of such principles.
6. Information posted on the Portal
PNB reserves the right to take any action with respect to information posted on the Portal that PNB deems inappropriate in its sole discretion, including but not limited to the immediate removal of offensive or harmful content, or suspension or termination of any User's rights of use. Vendors shall not post information on the Portal that is, or offer Products or services for sale that are:
• fraudulent or related to the sale of counterfeit or stolen items;
• infringing of any third party's rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
• transmitted anonymously or labelled under a false name;
• in violation of any applicable law, statute, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, cartelisation, government/public sector procurement, anti-discrimination or false advertising);
• obscene, indecent or pornographic;
• defamatory, trade libellous, threatening or harassing; or
• unsolicited or unauthorized advertisements, promotions, or other forms of solicitation.
In addition, Vendors may not link directly or indirectly to, or include descriptions of, Products
(1) that are prohibited by this Usage Agreement or the fruits of such prohibited Products, or
(2) to which the User does not have the right to link or include. Vendors must obtain PNB’s express permission to link this Portal to their web sites. Furthermore, Vendors may not post or sell through the Portal any Product or service that could cause PNB to violate any applicable law, statute, ordinance, or regulation of any jurisdiction.
7. Compliance with laws
Each User shall comply with all applicable laws, statutes, ordinances and regulations regarding the use of the Portal, bidding on or purchase of merchandise, and posting and retrieval of information (including without limitation those governing export control, unfair competition, antitrust, cartelisation, government/public sector procurement, or false advertising). Each User hereby acknowledges that the Purchaser has an express policy of complying with Government and Competition laws, in particular with respect to Government and Public Sector procurement rules, and that the operation of the Portal is not intended to facilitate collusion or other illegal agreements among competitors. Accordingly, each User hereby represents and warrants that it does not intend to and will not use the Portal to violate Competition laws or Government/Public Sector procurement rules and will not knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive agreement among competitors.
8. Intellectual and Informational Property; Ownership
"User Information" shall include any information a User transmits to the Portal, or provides to the PNB, including without limitation, all information provided in the registration, listing, or buying and selling processes. User Information includes Contact Information and Transactional Data as further described in the Privacy and Confidentiality Policy. Vendors retain sole ownership of their User Information. "PNB information" includes, without limitation, all data, reports, analysis, marketing strategies, sales estimates, and performance results, developed or derived in connection with the operation of the Portal. Vendors will have no ownership interest in or right of access to the PNB Information.
So that the PNB does not violate any rights a User has in its User Information, each User hereby grants to the Purchaser a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to reproduce, transmit, distribute, and publicly display such information, and create derivative works from such information, in connection with the operation of the Portal, and the PNB's marketing, publicity and advertisement thereof in any form and media now known or currently unknown. User Information will be used in accordance with the then-current Privacy and Confidentiality Policy, incorporated herein by reference. The Purchaser may refer to any Company as a User in sales presentations, marketing presentations and marketing activities.
9. System Integrity
Each User hereby agrees not to tamper in any way with the software or functionality of the Portal. Without limiting the foregoing, each User agrees not to put any computer programs, information or data into the Portal which contains any viruses, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
Vendors are responsible for implementing sufficient firewalls, protections, procedures and checkpoints to satisfy their particular requirements for the protection of their systems and/or accuracy of data input and output, and for maintaining a means external to the Purchaser for the reconstruction of lost data. Vendors agree not to disclose any other User's User Information including, without limitation, all information provided during the buying and selling processes. Vendors agree not to invade another User's privacy, including, but not limited to, the breach or attempted breach of the security of another's computer, software or data. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.
11. User Access
Subject to the Terms and Conditions, PNB hereby grants each User a personal, non-transferable, non-exclusive, non-sub-licensable user access to use the software and the user interface for viewing and otherwise using the Portal and its services in accordance with the Terms and Conditions, and for no other purpose. All rights, title and interest in and to the software, user interface and content made available from, on or through this Portal shall belong to PNB, including all modifications thereof and enhancements thereto. The software and user interface made available from, on or through this Portal may not be copied, modified or distributed by Vendors, nor may derivative works be prepared there from. The user access granted pursuant to the Terms and Conditions is solely for the internal use of Vendors and may not be used for any time sharing or service bureau purposes outside of User's organization. Vendors shall not reverse engineer, decompile, or otherwise translate, in any way, the software and user interface made available from, on or through this Portal. Vendors shall have no right or claim of right to the software or any unique ideas found on this Portal. No ownership rights are granted to Vendors hereunder and no title is transferred hereby.
In its sole discretion, PNB may restrict or terminate any User's usage of the Portal products or services, postings, or current bids immediately if said User breaches any of the Terms and Conditions, or if the Purchaser is unable to verify or authenticate any information provided by the User. In its sole discretion, PNB can enforce this provision against individual employee-Users of a Vendor, or the Vendor itself.
13. Statute of Limitations
Each User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Portal or the Portal or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14. Arbitration and Interim Relief
Any controversy or claim arising out of or relating to the Terms and Conditions, including, without limitation, this Usage Agreement, shall be settled by binding arbitration, by a single arbitrator knowledgeable in both commercial transactions and the Internet services businesses generally, in accordance with the applicable/governing Indian Arbitration Act. 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. The arbitration shall be conducted in New Delhi, and judgment on the arbitration award may be entered into the New Delhi High Court having jurisdiction thereof. Neither the Purchaser nor the User may seek any interim or preliminary relief, from any court without serving the other party with a notice of intention to seek such relief (including details of relief sought and of the case to be made out in court) of not less than three (3) working days at its registered or known address. Each User agree that any dispute regarding the validity or scope of this clause shall be commenced in the New Delhi High Court and shall be governed by the laws of India. The fees of the arbitrator shall be borne by the parties equally.
Except as explicitly stated otherwise or required by law, each User shall provide any notices to the Purchaser by courier or postal mail to Punjab National Bank, Information Technology Division, Head Office at 5, Parliament Street, New Delhi and PNB shall provide any notices to User at the email and/ or courier/ postal address that each User provides to PNB at registration, or such other address as either party shall specify in a notification in accordance with this section.
Email Notices shall be deemed given one (1) working day after the email is sent, unless the sending party receives notice that the address is invalid or the email has otherwise failed to reach the destination email address within such period. Postal/ Courier Notices shall be deemed given upon delivery to the receiving party.
16. Governing law and jurisdiction
This Usage Agreement and the relationship between any User and PNB, unless otherwise stated in a separate agreement between any User and PNB, shall be governed by and construed in accordance with the laws of India and the High Court of New Delhi shall have exclusive jurisdiction without regard to conflict of law provisions. Each User and the Purchaser agree that the provision of the 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to any item sold on the Portal. The Purchaser makes no representation that material on the Portal is appropriate or available for use in other locations, or that the contents comply with local law. Those who choose to access this Portal from other locations do so on their own initiative and are responsible for compliance with local laws.
Without limiting the generality or effect of other provisions of this Usage Agreement, as a condition of use, each User agrees to indemnify, hold harmless, and defend PNB and its parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors acting in their capacity of providing services to PNB, agents and employees (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages incurred by any Indemnified Party in connection with any third party claims arising out of (a) such User's usage hereunder and/or engagement in transactions on the Portal, including, but not limited to, failure of any Products to meet specifications or breach of warranty, (b) such User's failure to comply with any applicable laws and regulations (including without limitation those regarding the export/import of Products or technology) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services, (c) such User's breach of any of its obligations set forth in the Terms and Conditions; and (d) infringement claims asserted against the PNB based on its use of User's intellectual and informational property; and (e) such User's agreements or transactions with Third Party Providers. User shall not settle any such claim without the written consent of the applicable Indemnified Party, which such consent shall not be unreasonably withheld.
18. Limitation of liability
IN NO EVENT SHALL PNB, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, SUBCONTRACTOR (INCLUDING WITHOUT LIMITATION TECHNOLOGY PROVIDERS AND SUPPLIERS) ACTING IN ITS CAPACITY OF PROVIDING SERVICES TO THE PNB, OR EMPLOYEE BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EARNINGS, OR BUSINESS OPPORTUNITIES, OR EXPENSES OR COSTS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING (HOWEVER ARISING, INCLUDING NEGLIGENCE) OUT OF: THE USE OF THE PORTAL BY THE USER, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM OR ARISING OUT OF SUCH USER'S RELIANCE ON THE PORTAL, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, NON-DELIVERIES, MISDELIVERIES, TRANSMISSIONS, EAVESDROPPING BY THIRD PARTIES, OR ANY FAILURE OF PERFORMANCE OF THE PORTAL; ANY AGREEMENT ENTERED INTO BETWEEN ANY USER AND ANY THIRD PARTY (OR THE NEGOTIATIONS OR DISCUSSIONS CONDUCTED IN ANTICIPATION OF ANY SUCH AGREEMENT), WHETHER OR NOT SUCH THIRD PARTY IS A THIRD PARTY PROVIDER AS DEFINED IN THIS USAGE AGREEMENT; THE TERMINATION OR SUSPENSION OF A USER'S ID AND PASSWORD BY THE PNB PURSUANT TO THE TERMS AND CONDITIONS; THE FAILURE, OR ALLEGED FAILURE, OF ANY PRODUCT OR SERVICE PURCHASED OR TRANSFERRED PURSUANT TO THE PORTAL TO CONFORM TO ANY SPECIFICATIONS OR TERMS, WHETHER PUBLISHED ON THE PORTAL OR NOT; THE BREACH, OR ALLEGED BREACH, OF ANY WARRANTY, EXPRESS OR IMPLIED, RELATING TO ANY SUCH PRODUCT, SERVICE OR SHIPMENT; OR GOVERNMENT RESTRICTIONS, STRIKES, WAR, ANY NATURAL DISASTER OR FORCE MAJEURE, OR ANY OTHER CONDITION BEYOND PNB’S REASONABLE CONTROL. THE PNB’S LIABILITY TO ANY USER OR ANY THIRD PARTY IN ANY CIRCUMSTANCES IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF TRANSACTION FEES PAID BY SAID USER OR PARTY FOR THE TRANSACTION IN QUESTION GIVEN RISE TO LIABILITY, OR (B) RS. 5,000.
19. Miscellaneous Provisions
These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the User's use of the Portal, and supersede and replace any and all prior written or verbal agreements. Headings are for reference only. A party's failure to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between a User and the PNB nor trade practice shall act to modify any provision of the Terms and Conditions. If any particular provision of the Terms and Conditions is held to be invalid or unenforceable, such determination shall not affect any other provision of the Terms and Conditions which shall remain in full force and effect. In addition, if any provision contained in the Terms and Conditions shall for any reason be held to be excessively broad as to activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. These Terms and Conditions may not be assigned or transferred to third parties by any User without prior written permission from the PNB.
20. Copyright and trademark notices
The entire contents of the Portal are copyrighted under applicable copyright laws. PNB or its licensors are the exclusive owners of the copyrights.
21. PRIVACY AND CONFIDENTIALITY POLICY
PNB has a strong commitment to your privacy and the confidentiality of the information we collect. PNB provides this Privacy and Confidentiality Policy ("Policy") for the benefit of all of its visitors and Vendors. If you have any questions or concerns regarding PNB information practices, or this Policy, please contact us.
This Policy and the Usage Agreement govern your use of the Portal and participation in the Portal, and, together, constitute the "Terms and Conditions.” By clicking on the "I AGREE" button below, or signing a hard copy of the form and returning it to the PNB/ faxing it to the number indicated, each User accepts and is legally bound by the Terms and Conditions.
Notice to Non-Indian Vendors. Please note that the information you enter on the PNB web Portal ("Portal"), or otherwise provide to PNB, may be transferred outside of your country, for the purposes of processing, by the PNB or its subsidiaries or affiliates located in India or elsewhere, in order to provide you with the services of this Portal and the Portal. By agreeing to this Policy, you consent to the transfer of all such information to India or any other country decided by the PNB and the processing of that information by the PNB in the manner described in this Policy.
Contact Information. When you sign-up to participate on the Portal, we will ask you for certain information that identifies you and allows us to contact you ("Contact Information"). We collect Contact Information to provide the requested products and services.
We may disclose aggregate information about our Users with advertisers, business partners, sponsors, and other third parties. This data is used to customize the content and to provide the best customer experience possible. Aggregate information will not reveal the identity of any individual or company.
The Purchaser has implemented technical, environmental, and administrative measures to protect against the loss, misuse and alteration of all information under its control.
Transactional Data. PNB will collect data from your interaction with the Portal and your use of products and services ("Transactional Data"). The Purchaser will maintain such Transactional Data in strict confidence and with complete security. The Purchaser may make limited use of Transactional Data, consistent with the Usage Agreement. PNB will not disclose company-specific Transactional Data. Transactional Data will only be disclosed in aggregate form, without any information that would directly or indirectly reveal the identity of an individual firm. The PNB will disclose only historical Transactional Data. Any such disclosure will not threaten to reveal competitively sensitive information or provide the opportunity for anti-competitive behaviour.
AS SIGNIFIED BY MY ELECTRONIC CONSENT BY CLICKING ON THE “I AGREE” BUTTON BELOW, I HAVE READ, UNDERSTOOD, AND HEREBY AGREE TO ABIDE BY THE TERMS SET FORTH IN THESE TERMS AND CONDITIONS INCLUDING THE USAGE AGREEMENT AND THE PRIVACY AND CONFIDENTIALITY POLICY.
If you prefer to sign and fax this form to The Purchaser, please complete the spaces below and fax to +91-11-XXXXXX, ATTN: Procurement Department, REF: Portal Terms and Conditions
Print Name: _________________________
Print Designation: __________________________
Print Company Name and Portal User Id: ______________________
Print Telephone Number & Email: ___________________