PROCUREMENT GUIDELINES

Published on 03.02.2021

Welcome to the Metaslplanet.Com (the "Website"") which is operated and maintained by E-commerce vertical of Toyota Tsusho India Private Limited (“TTIPL”)

1. Website Access: User Accounts

   1. In order to access the Website and/or Marketplace Services offered on and through the Website, you must register on the Website to create an account. You shall be solely responsible for maintaining the confidentiality and security of the account, and for all activities/transactions that occur on or through the account, and you agree to immediately notify Website of any security breach of your account.
   2. TTIPL shall not be responsible for any losses arising out of the unauthorized use of your account. As an account holder and user of the Website, you agree to comply with these guidelines and you acknowledge that TTIPL has the right to enforce those guidelines, as it deems appropriate in its sole discretion. You agree to provide accurate and complete information when you register with, and as you use, the Website ("Registration Data"), and you agree to update your Registration Data to keep it accurate and complete. You agree that TTIPL may store and use the Registration Data, you provided for maintaining the Buyer’s account.

2. Use of Website Content

   1. Except as expressly provided in these Guidelines or the Terms of Use, no part of the Website Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without TTIPL’s express prior written consent from the authorized person.
   2. Restricted Activities:
      1. You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website.
      2. TTIPL reserves the right to bar any such activity. You may not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any TTIPL server, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means.
      3. You may not probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, or any other customer of TTIPL, including any TTIPL account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including, but not limited to, personal identification or information, other than your own information, as provided for by the Website.
      4. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or TTIPL’s systems or networks, or any systems or networks connected to the Website or to TTIPL. You agree not to use any device, software or router to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.
      5. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to TTIPL on or through the Website or any service offered on or through the Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
      6. You may not use the Website Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity, which infringes the rights of TTIPL or others. You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Website (or any part thereof) for any purpose. Your information and your activities on Website shall not, in TTIPL’s sole and reasonable discretion: (a) be false, inaccurate or misleading or reflect negatively on TTIPL; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; or (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising).

3. Our right to use Registration Data

   TTIPL may use Registration Data in a number of different ways, including it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it. As such, you hereby grant us the following licenses: (a) a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license, with the right to sublicense through multiple levels of sublicenses, under your intellectual property rights, to make, use, have made, sell, offer to sell, copy, reproduce, distribute, publicly perform, publicly display, digitally transmit, modify, create derivative works of, import, and otherwise exploit, any suggestions or feedback you provide to us that result in modifications, improvements or enhancements to the Website: and (b) a royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Website any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Website.

4. Ordering Process

   1. Upon successful registration by the Buyer on the Website, the Buyer is enabled to view the Material(s) listing pages, wherein the quantity of Material(s) available for placing order(s) on listed price of the Material(s) available for the Buyers. The Buyer will be enabled to place an Order by providing quantity details.
   2. Buyer cannot modify any Order or make any other changes after the conformation & acceptance of Order by the Seller. If there are any modification in the agreed Order, then the Buyer shall contact TTIPL within 24 hours from the time of the Order, in which case the Parties shall work together to modify the Order based on Seller’s dispatch status. In case of revised dispatch cost or any other cost implication, then such cost shall be borne by Buyer.

5. Delivery and Acceptance

   1. The Buyer is required provide the correct shipment details. In the event, there is an error in providing such shipment details, the Buyer shall be liable for any additional costs incurred.
   2. Title to the Materials manufactured and /or sold by a Seller vests on the Buyer upon delivery, inspection and acceptance by Buyer, provided that Buyer has made the full payment for such Materials to TTIPL/Seller.
   3. TTIPL shall cause the Seller to dispatch the Materials to the Buyer within 3 working days of the Order being placed by the Buyers through the Buyer’s account. Buyer shall notify TTIPL when the Materials have been received as per the Order. The Buyer may reject any portion of the Order of the Materials within 24 hours from the time of receipt of Material. If there is any mismatch from the original Order.
   4. The Buyer is required to raise a formal complaint at contact@metalsplanet.com within24 hours from the delivery. Upon receipt of request from Buyer, TTIPL will work with the Seller in an effort to determine whether rejection is necessary or justified. In the event, that the Materials are rejected in accordance with the terms herein, Seller shall refund as per clause 7 below .

6. Payments, Taxes & Refund Policy

   1. You agree to pay the applicable charges for Materials you purchase through the Website. The charges paid by you shall be inclusive of applicable taxes or any such applicable charges that may attract for each transaction.
   2. Your total price shall include the price of the Material (as per the Seller’s invoice) plus charges/ fees and any applicable taxes; such tax is based on the bill-to & ship –to address and the tax rate in effect at the time of Invoice. With regard to Order placement or Cancellation /the Prices for the Materials offered by Seller(s) will be a fixed via the Website may change at any time, and the Seller and/or TTIPL does not provide price protection or refunds in the event of a price reduction or promotional offering.

7. Cancellation, Refunds and Credits

   1. Upon payment is made by you and transaction becoming successful, you cannot cancel an Order, unless TTIPL confirm to such technical errors (e.g. pricing and/or Material related errors) or the Order is in violation of this Agreement or any applicable law or regulations as stated in Clause 5.3 and 5.4 and subject to timeline stated in clause 7.2 below. If there are any errors in the Materials the Buyer should contact TTIPL immediately. If TTIPL in its sole discretion determines that the Buyer has unduly cancelled an Order, TTIPL may temporarily or permanently deactivate or otherwise restrict Buyer from accessing or using the Website and/or suspend or terminate this Agreement, with reasonable written prior notice.
   2. TTIPL is responsible for handling all refunds and refund requests pertaining to the Materials sold on the Website. You will have 2 working days from the date of delivery of the Material to request a refund. TTIPL has discretion to issue a credit or refund to you in the event that TTIPL determines that such credit or refund is appropriate. If a Material becomes unavailable following a transaction but prior to delivery, your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of your Material, your exclusive and sole remedy is to refund of price paid. Any payment made through the credit card, applicable fees shall be deducted while making the refund. Without any valid and approved reason for refund request will not applicable.
   3. In the event of damage/loss during transit, the Buyer shall immediately report the same to contact@metalsplanet.com as per clause 5.4 above, along with photographs so as to enable TTIPL to lodge a claim with the insurance company [as may be applicable]. In case of Insurance claim’s TTIPL responsibility of processing refunds/reimbursement etc. shall be limited to the amount of claim approved and processed by the Insurance Service Provider. The timelines stated in Clause 7.2 above shall not apply to insurance claims.

8. Confidentiality

   You further agree that the Website, (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable laws and same shall be maintained while you are associated with the Website. .

9. Intellectual Property Ownership

   1. Technology. You acknowledge and agree that WEBSITE or its licensors own all legal right, title and interest in and to the Website, including any source code, data or other technical material related to the Website as well as any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist (“Website Content”).
   2. Subject to the limited licenses set forth in these Guidelines and/or the Terms of Use, nothing in this Agreement transfers or assigns to you any of TTIPL’s intellectual property rights in our Website Content, TTIPL Marketplace Services, including, without limitation, any source code to other services provided by TTIPL or any third party service provider through the Website (collectively, "our Intellectual Property").
   3. Trademarks - TTIPL, the TTIPL logo, and other TTIPL trademarks, service marks, graphics, and logos used in connection with Website are trademarks or registered trademarks of TTIPL and/or its affiliates in other countries/jurisdictions.
   4. Other trademarks, service marks, graphics, and logos used in connection with Website may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Website.
   5. TTIPL has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe copyrights or other intellectual property rights of TTIPL and/or others.

10. REPRESENTATIONS AND WARRANTIES

    1. The Buyer represents and warrants that the statements contained in this article 10 are true, correct and complete as on the date, the Buyer Registers with the Website

       1. The Buyer has the full power and authority to enter into this Agreement and perform any obligations hereunder;
       2. The Buyer shall comply with all applicable laws and regulations governing this Agreement;
       3. In relation to the transactions contemplated in this Agreement, neither the Buyer, its directors, officers, or, to the knowledge of Buyer, any agent or affiliate of Buyer has made, offered or authorized or will make, offer or authorize any payment, gift, promise or other advantage, whether directly or through another person or entity, to or for the use or benefit of any government official or any entity or other person where such payment, gift, promise or any other advantage;
       4. The payments due for Orders shall be completed and/or fulfilled at the time of placing the Orders, without any delays; and
       5. It will comply with the specifications set out in the Agreement and annexes hereto.

    2. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL AS PER APPLICABLE LAWS WILL APPLY TO YOU AND TTIPL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE AND OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. EXCEPT AS EXPRESSLY STATED HEREIN, TTIPL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TTIPL DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, OR ANY SERVICES THEREOF WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. THE WEBSITE AND MARKETPLACE SERVICES PROVIDED BY TTIPL HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THE TTIPL SITE AND EXTENSIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE TTIPL SITE AND ANY EXTENSIONS.

       1. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
       2. TTIPL reserves the right to do any of the following, at any time, with or without notice: (1) to modify, suspend operation of or access to the Website or any portion of the Website, for any reason; (2) to modify or change the Website or any portion of the Website, and any applicable policies or terms; (3) to interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non routine maintenance, error correction, or other changes; or (4) block any user’s right to access the Website or any user name, user handle or other identifier, which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity.

       **Please check our website regularly for updates in this regard [Notice Dashboard]

11. LIMITATION OF LIABILITY

    TTIPL, OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, EMPLOYEES AND SUPPLIERS WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO THE BUYERS TRANSACTIONS ON THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, TTIPL'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE NUMBER OF CLAIMS, RELATED OR NOT, IS LIMITED TO THE PAYMENT MADE BY YOU WITH RESPECT TO THE ORDERS PLACED BY YOU ON THE WEBSITE.

12. INDEMNITY

    You agree to indemnify and hold TTIPL, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against TTIPL by any third party due to or arising out of or in connection with your use of the Website. BY USING WEBSITE, YOU AGREE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TO WAIVE ANY CLAIMS YOU MAY HAVE AGAINST TTIPL, AND TO HOLD TTIPL HARMLESS AND INDEMNIFY TTIPL WITH RESPECT TO ANY CLAIMS RELATING TO ANY ACTION TAKEN BY TTIPL AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE TTIPL OR RECOVER ANY DAMAGES WHATSOEVER FROM TTIPL AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO WEBSITE, OR TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF TTIPL’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

13. VIOLATION OF TERMS

    TTIPL may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) TTIPL’s rights or property, or the rights or property of visitors to or users of the Website, including TTIPL’s customers. TTIPL reserves the right at all times to disclose any information that TTIPL deems necessary to comply with any applicable law, regulation, legal process or governmental request. TTIPL also may disclose your information when TTIPL determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. You acknowledge and agree that TTIPL may preserve any transmittal or communication by you with TTIPL through the Website or any service offered on or through the TTIPL Site, and may also disclose such data if required to do so by law or TTIPL determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of TTIPL, its employees, users of or visitors to the Website, and the public.

14. Suspension or Termination

    1. Termination by TTIPL. You agree that TTIPL may, in its sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if we determine that you have violated this Agreement or other agreements or guidelines, which may be associated with your use of the Website. You may not use the Website to impersonate or misrepresent yourself as another person, a TTIPL employee, or otherwise misrepresent your affiliation with a person or entity (TTIPL reserves the right at any time to reject, reclaim, modify or block any user, user name, user handle or other identifier, which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity, or for any other reason at TTIPL’s sole discretion). You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to TTIPL, for which monetary damages would be inadequate, and you consent to TTIPL obtaining any injunctive or equitable relief that TTIPL deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies TTIPL may have at law or in equity. You agree that TTIPL may, in its sole discretion and without prior notice, terminate your access to the Website, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Website or any service offered on or through the Website, or (4) unexpected technical issues or problems. Without prejudice to TTIPL’s rights above, TTIPL can take any legal action against you as a result of your violation of this Agreement, and shall be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to TTIPL. You agree that TTIPL will not be liable to you or to any third party for termination of your access to the Website as a result of any violation of this Agreement.

15. Your Termination.

    You may terminate your account and/or stop using the Website at any time. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges.

16. Effect of Termination.

    Upon termination of your account, you lose all access to the Website, any data stored thereon, and your account name and Content. TTIPL will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to Website.

17. No Agency

    You and TTIPL are independent contractors, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship. You will not represent otherwise.

18. Notices

    TTIPL may send you notices with respect to the Website by publishing the same so as to make it visible upon access of the Account. Notice shall be deemed given 24 hours after such notification has been published on the Website/Accounts, as the case maybe. Alternatively, we may give you notice by e-mail at your registered e-mail address. In such case, notice shall be deemed given immediately upon delivery.

19. Law and Venue

    Upon completion of Registration formalities by the Buyer, these Guidelines will form a valid Agreement between TTIPL and the Customer and will be construed as if both parties jointly wrote it, governed by Indian law(s) except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Bengaluru, India.

20. Privacy Policy

    You understand that by using Website, you consent and agree to the collection and use of certain information about you and your use of the Website in accordance with TTIPL’s Privacy Policy. For more information, please read our full privacy policy.

21. MISCELLANEOUS

    1. If any provision of this Agreement or any policies is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You may also be subject to separate terms that may apply when you use affiliate services, third party content, or third-party Website Content.
    2. You agree that this Agreement and all incorporated agreements may be automatically assigned by TTIPL in our sole discretion.
    3. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of TTIPL. Any non-conforming assignment shall be null and void.
    4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
    5. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. [8] (Confidentiality), [9] (Intellectual Property Ownership), [14] (Suspension or Termination), [7] (Refunds & Credits), [10] (Representation and Warranty), [11] (Limitation of Liability), [12] (Indemnity), [19] (Law & Venue), [20] (Privacy Policy) and [21] (Miscellaneous) respectively shall survive any termination or expiration of this Agreement. The parties hereto confirm that they have requested, acknowledge, and agree that this Agreement and all attachments and related documents be drafted in English.
22. Buyer agree to accept and authorize TTIPL for updating the status of each transaction activity through mobile SMS and email