Terms and Conditions

S-1.1 Products and Product Information.

You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for potential purchase by Libay through the Libay site, and you will promptly update such information as necessary to ensure it remains accurate and complete at all times. You will also ensure that Your Materials, Your Products (including packaging), and your listing and any related activity on the Libay site comply with all applicable laws (including all marking and labelling requirements), and do not include any sexually explicit, defamatory, obscene, or otherwise unlawful content or materials. You may not provide any information for, or otherwise attempt to list on the Libay site, any Excluded Products; or provide any URL Marks for use, or request the use of any URL Marks, on the Libay site. For each item you list on the Libay site, you will provide us the state or country from which the item ships.

S-1.2 Product Listing; Merchandising; Order Processing

We will list Your Products for potential purchase on the Libay site in the applicable product categories supported by Libay for third-party sellers on the applicable Listing on Libay launch date, and may conduct merchandising and promote Your Products in accordance with the Libay Services Agreement (including via any Libay-associated properties, tools, features, advertising, or programs on or in connection with the Libay site). Libay reserves the right to restrict, at any time and at its sole discretion, the ability to list in any or all categories on the Libay site. We may use mechanisms that rate, or allow customers to rate, Your Products and/or your performance as a seller on the Libay site, and Libay may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.

S-1.3 Shipping and Handling Charges

For all products listed by you on the Libay site, you will be responsible for delivering the products to Libay’s designated inspection centre. You may either:

1. arrange delivery using your own shipping or transportation method, or
2. choose to use Libay’s third-party logistics partners, subject to separate service charges and arrangements.

The location of the designated inspection centre and delivery instructions will be provided by Libay at the time of order. You are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges incurred or charged by you. Any amounts received by you in relation to shipping or delivery are deemed part of Your Proceeds and are subject to deduction of applicable charges as determined by Libay. Libay does not guarantee the availability or performance of any third-party logistics services and disclaims any liability arising from their use.

S-1.4 Credit Card Fraud

We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorised use of a third party’s credit card information) occurring in connection with Your Transactions. However, you will bear all other risks of fraud or loss, including but not limited to any fraudulent or suspicious orders, chargebacks, or delivery failures not attributable to Libay’s payment processing systems. Libay will not bear the risk of credit card fraud in connection with any transaction where the product is not delivered to Libay's designated inspection centre in strict accordance with the Order Information, delivery timeline, and instructions shared with you at the time of order.

S-2.1 SALE AND FULFILMENT

For the Libay Site for which you decide to register or use the Product Listing on Libay Service, you will:

1. source and deliver your products to Libay’s designated inspection centre, either using your own shipping or transportation method, or by opting to use Libay’s third-party logistics partners, subject to separate service charges or arrangements. The location of the inspection centre and delivery instructions shall be provided by Libay at the time of order;
2. ensure that all products are packaged in a commercially reasonable and secure manner and delivered within the timelines communicated by Libay;
3. be solely responsible for and bear all risk, cost, and liability for the delivery of Your Products until they are received and accepted at Libay’s designated inspection facility;
4. acknowledge that Libay reserves the right to inspect all products upon receipt for quality, compliance, and completeness, and that Libay has the full and unrestricted right, upon acceptance, to resell, export, distribute or otherwise handle the products in accordance with applicable law;
5. comply with all instructions and applicable Laws (including those related to labelling, packaging, and safety) with respect to the transportation, description, and nature of the goods delivered; and
6. not send any direct communications (including confirmations or shipment details) to customers unless explicitly authorized by Libay.

You agree to comply with all applicable Laws, including but not limited to consumer protection laws, e-commerce regulations, product safety and labelling requirements, and any other relevant legislation governing the sale, transport, and handling of goods in India and, where applicable, internationally. You are solely responsible for all regulatory compliance, including obtaining licenses or permits where required. Unless otherwise stated in the Libay Services Agreement, you bear all risk of loss, liability, or damage arising from:

1. defective or non-compliant products,
2. delayed deliveries, or
3. breach of Program Policies or Law.

Libay will not be liable for any indirect, incidental, or consequential loss arising from the inspection, storage, or handling of Your Products, except where required under applicable law.

You will accept and process customer-initiated returns and refunds for Your Products in accordance with these Service Terms, applicable Law, and Libay’s Return and Refund Policies in effect at the time of the applicable order. Libay may inform customers that these policies apply to Your Products. You may define a return acceptance period for each of Your Products, subject to any mandatory return rights under applicable Law. If a customer initiates a return within the allowed period, Libay will consolidate the return shipments and dispatch them back to you in the second week of the month following return acceptance. You agree to process any such return in accordance with the Return and Refund Policies and applicable legal requirements. Upon receiving a returned product at your address, you are obligated to reimburse Libay for the full value of the product originally invoiced to you. This reimbursement shall be completed within a reasonable period, not exceeding thirty (30) calendar days from the date the product is delivered to your address. You shall also bear the full cost of return logistics from Libay’s warehouse to your address. You may choose to use any of Libay’s integrated third-party logistics partners for this return shipment; however, Libay disclaims all responsibility and liability in connection with the service, performance, or delivery timelines of such third-party logistics providers. In the event a returned product is found to be defective, damaged, incorrect, or non-compliant as determined during Libay’s inspection process, you will:

• bear the full cost of returning the product from Libay to you, and
• be obligated to promptly dispatch a replacement product of the same kind and specification to Libay.

You are solely responsible for ensuring compliance with all applicable consumer protection laws, including the Consumer Protection Act, 2019 and its associated rules, particularly regarding return rights, defective products, and refund timelines. You must ensure that your return and refund practices do not conflict with mandatory statutory consumer rights. You authorize Libay to deduct any refund or adjustment amounts, including applicable taxes and shipping costs, from your pending settlements or available balance with Libay. In case of insufficient balance, Libay may invoice you directly for the amount due, which must be paid within seven (7) business days of the invoice date. Libay reserves the right to update or modify its Return and Refund Policies at any time in accordance with the Libay Services Agreement.

You are solely responsible for any non-delivery, misdelivery, delay, damage, theft, or other errors or acts in connection with the shipment and delivery of Your Products to the designated Libay inspection centre, whether you use your own shipping methods or Libay’s third-party logistics partners. Libay shall not be liable for any issues arising from transportation arranged by the Seller or from third-party logistics providers not directly operated by Libay. You are also solely responsible for ensuring that all products delivered to Libay conform to the specifications, quality standards, quantities, and descriptions agreed upon at the time of listing and order placement. Any non-conformity, defect, or failure to meet Libay’s quality checks will result in rejection of the consignment, at your sole cost and risk. You must ensure that all products are properly packaged and labelled in compliance with applicable Laws and Libay’s Program Policies. In addition, you are fully responsible for any actual or potential product recalls, whether initiated voluntarily or by government or regulatory authorities, and must inform Libay in writing immediately upon gaining knowledge of any such recall or safety concern related to Your Products. You must cooperate fully with Libay in the execution of any recall process and bear all associated costs, including logistics, communication, and replacement or refund as required by law. You acknowledge that Libay’s acceptance of Your Products does not limit or waive your liability for defects, non-conformities, or legal non-compliance, and that you remain liable to Libay for any losses, damages, penalties, or claims arising in connection with Your Products, including those related to product liability, consumer complaints, or regulatory action.

You will pay us the applicable listing fee for each of your products listed through the Libay site, along with any applicable logistics service charges if you choose to use Libay’s third-party logistics partners, and any additional charges or administrative fees as notified through the Libay seller portal or otherwise communicated in accordance with the Libay Services Agreement. The listing fee refers to a one-time, non-refundable onboarding fee agreed upon between you and Libay at the time of product onboarding. With respect to each of your transactions, sales proceeds means the gross amount payable by Libay for your products, including the agreed purchase price and any applicable costs related to packaging or inbound delivery as may be arranged. Logistics service charges refers to any charges incurred for inbound transportation or handling when facilitated by Libay’s designated third-party logistics partners. All applicable taxes, levies, or surcharges on fees payable by you to Libay shall be solely your responsibility and will not be borne or deducted by Libay unless otherwise required under applicable law. Except as otherwise stated, all amounts under this Agreement will be stated and settled in Indian Rupees (INR).

Upon successful listing and confirmation of a purchase order by Libay, the Seller shall deliver the accepted products to the designated Libay inspection centre in accordance with the delivery terms communicated at the time of order. Once the products pass quality and compliance checks at the inspection centre, Libay shall be deemed to have accepted the goods, and payment obligations to the Seller shall be triggered. Libay shall make payment to the Seller for the accepted products in accordance with the agreed commercial terms, which may include full upfront payment, partial advance with balance on acceptance, or post-acceptance payments, as specified in the respective purchase order. Libay may remit such payments via online bank transfer or any other mutually agreed payment method, to the bank account details provided by the Seller at the time of onboarding or as subsequently updated by written notice. Unless otherwise agreed in writing, payments to the Seller shall be processed within a period of up to 7–14 Business Days from the date of product acceptance at Libay’s inspection centre. The timeline may vary based on product category, payment cycle, or operational considerations and shall be communicated in advance for transparency. If the Seller updates their bank account information, Libay reserves the right to verify such change, and the payment processing timeline may be reasonably extended for verification and administrative processing, not exceeding 14 calendar days. All payments to the Seller shall be made net of any applicable taxes, duties, or statutory deductions including but not limited to Tax Deducted at Source (TDS) or Tax Collected at Source (TCS) as per applicable Indian laws. The Seller shall be responsible for providing valid tax and banking documentation to ensure compliance with applicable financial and regulatory obligations. Libay reserves the right to withhold or defer payment under certain conditions, including if the products are found non-compliant, damaged, defective, or not as per the agreed specifications upon inspection, or if any legal, tax, or regulatory non-compliance is identified in the Seller’s profile or operations, or if there are unresolved claims, disputes, or outstanding refunds due from the Seller to Libay. The Seller expressly authorises Libay to collect, hold, and process payments on its behalf until the point of product acceptance. The Seller further authorises Libay to share necessary payment-related information, including bank account and tax details, with its payment processing partners, auditors, banks, and any statutory authorities for the purpose of settlement, compliance, or legal obligations. Once payment is processed, Libay shall notify the Seller electronically with a transaction summary or invoice reference. It is the responsibility of the Seller to ensure that their bank account details and contact information remain updated and accurate at all times.

Libay shall have the sole and absolute right to determine the design, content, functionality, availability, and overall structure of its marketplace, websites, product selection, and any product or listing made available on the Libay Site or any Libay-associated platforms. This includes the right to make decisions regarding the inclusion, removal, placement, categorization, and promotion of any product listings or content. Libay also retains full discretion over the operation and provision of all services, tools, and functionalities associated with its platform, including how sellers may use or access them. Libay may assign these rights or delegate any of its responsibilities to any of its affiliates or third parties as it deems appropriate.

You agree that the price stated by you for your products listed through the Libay platform shall be inclusive of all applicable taxes, duties, levies, and charges, including but not limited to GST, customs duties, excise, VAT, or any other applicable tax or levy that may be required under law to be remitted in connection with such sale, unless otherwise specified in writing by Libay. All payments made by Libay to you shall be subject to applicable withholding taxes in accordance with the prevailing tax laws of India. In addition to any agreed fees and applicable taxes that Libay is required to charge or collect, Libay will withhold the appropriate tax amount at source from any payment to you, as required by applicable laws. If you are obligated to deposit withholding tax on payments received from Libay, you agree to provide a valid tax withholding certificate (such as Form 16A) within the prescribed statutory timelines. You may submit a reimbursement claim along with the tax withholding certificate within one month from the due date for issuance of such certificate. Libay shall process the reimbursement after due verification and reconciliation with its service fee records. If there is any discrepancy between the claimed amount and the fees recorded in Libay’s books of accounts, Libay reserves the right to reject or adjust the claim accordingly. Libay also reserves the right to recover any overpaid or incorrectly reimbursed claims. Libay may, at its discretion, obtain a certificate from the Indian income tax authorities for a reduced or nil withholding tax rate. In such cases, Libay shall apply the applicable rate as per the valid order in force at the time of deduction.

The Seller shall be solely responsible for ensuring that all products shipped to Libay’s designated inspection centre are appropriately packaged and securely labelled to prevent any risk of damage, deterioration, or loss during transit and handling. Packaging must comply with commercial standards and any specific packaging, labelling, or documentation requirements communicated by Libay, including but not limited to product safety, identification, compliance markings, and traceability protocols. All associated costs related to the shipment of products—including freight charges, handling fees, packaging costs, and transit insurance—shall be borne entirely by the Seller, irrespective of the method of delivery (self-arranged or through Libay’s logistics partners). Libay shall not be liable for any damage or loss occurring during transportation or due to inadequate packaging or non-compliance with labelling instructions. Upon receipt at the inspection centre, if any product is found to be damaged, defective, improperly labelled, non-compliant with the agreed specifications, or otherwise poses a health, safety, or legal risk, Libay reserves the right, at its sole discretion, to reject, return, or dispose of such product without any obligation to process payment. Libay shall notify the Seller of such rejection, and the Seller must coordinate the return or collection of the rejected goods within thirty (30) calendar days from the date of notification. If the Seller fails to respond or take necessary action within this period, Libay shall have the right to dispose of or destroy the product without any further notice, and the Seller shall bear all related costs, losses, or liabilities arising from such disposal. Libay shall not be responsible for any storage, damage, or loss related to products pending return or disposal under this clause.

"Libay-Designated Products" means any of Your Products that are listed on the Libay Site and accepted by Libay for purchase, inspection, and further fulfilment under the Listing on Libay Service.

"Libay Return Policy" means the return and refund guidelines published by Libay, applicable to customer-initiated returns, as well as product rejections after inspection.

"Estimated Delivery Date" means, with respect to any of Your Products listed for purchase by Libay, the date agreed upon in the purchase order or communicated at the time of order, by which the Seller is expected to deliver the products to Libay’s designated inspection centre.

"Refund Administration Fee" means a processing fee that may be charged by Libay in connection with customer-initiated refunds or returns, which shall be either a fixed fee or a percentage of the applicable transaction value, as may be determined and published by Libay from time to time in its program policies.

"Required Product Information" means, with respect to each of Your Products listed or intended to be listed for purchase by Libay via the Libay Site, the following details (except where expressly exempted under applicable Libay policies): (a) accurate product title and description; (b) SKU, barcode (EAN/UPC), or other product identifiers as may be requested by Libay; (c) current stock availability, shipping limitations (if any), and estimated delivery details; (d) categorisation of the product within Libay’s catalogue taxonomy; (e) high-quality product images that accurately represent the item and comply with Libay’s image guidelines; (f) the proposed purchase price; (g) packaging dimensions and weight for logistics estimation; (h) any statutory or legal disclosures, labels, warnings, or notices applicable under the relevant Laws; (i) brand name and model number; (j) a detailed list of features or specifications; (k) any accessory details or product variations (if applicable); (l) applicable warranty or return period; and (m) any other information reasonably requested by Libay, including information required for compliance, classification (such as HSN/SAC codes), or product traceability.

"Seller-Delivered Products" means any of Your Products that are delivered to Libay’s designated inspection centre by you or your authorised logistics provider, and not delivered using Libay’s third-party logistics services.

"Listing on Libay Start Date" means the date on which we first list one of Your Products for potential purchase by Libay on the Libay Site.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised delivery timeline to Libay’s inspection centre, as communicated at the time of order acceptance.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor, or licensor of a product as the earliest date before which specified information regarding such product (e.g., name of a launch collection) must not be publicly disclosed or made available for commercial use or resale.

"URL Marks" means any trademark, or any logo, phrase, name, identifier, or text string that includes or incorporates any top-level domain (e.g., .com, .in, .mv, .net, .store) or a variant representation of such domain (e.g., dotcom, dot net, dot in).

"Your Transaction" shall mean any transaction whereby Libay issues a purchase order for one or more of Your Products, and you accept and fulfil such order by delivering the products to Libay as per the agreed process and terms.