Terms and conditions

TERMS OF USE of ABB India Marketplace

  1. Introduction
    1. ABB India Marketplace (“Marketplace”) is a marketplace provided by ABB (as defined in Section 1.3 below) that allows users to offer, sell and buy (i) ABB products and services (“ABB Products”), and (ii) third party products and services which are complementary to ABB Products (“Third Party Products”), both (i) and (ii) in a variety of pricing formats and locations and in accordance with the terms and conditions agreed between the seller and the buyer. ABB provides the Marketplace to the seller and the buyer in accordance with these Terms of Use (as defined in Section 1.4 below) but ABB is not a party to the actual contract for sale. The actual contract for sale is directly between the seller and the buyer and all commercial/contractual terms are offered by and agreed to between the seller and the buyer alone.
    2. ABB will provide certain tools or guidance as part of the Marketplace to facilitate and support the selection, configuration, sale and purchase of ABB Products through the Marketplace, such as comparing of ABB Products and pricing and configuration of ABB Products. Any guidance ABB provides as part of the Marketplace, and any guidance that may be provided by third parties, is solely for informational purposes and users may decide to follow it or not. ABB has no control over and is not responsible for the existence, quality, safety or legality of items advertised; the truth or accuracy of seller’s or buyer’s content or seller’s listings; the ability of sellers to sell items; the ability of buyers to pay for items; sellers performance and fulfillment of a contract; satisfactory or timely delivery of or quality of an item or performance of a service; or that a buyer or seller will actually complete a transaction or return an item.
    3. The ABB legal entity you are contracting with for the use of the Marketplace is ABB India Limited (“ABB”, “we” or “us”).
    4. These terms and conditions together with the Acceptable Use Policy (https://new.abb.com/abb-ability/terms), the Data Privacy Policy (https://shop.in.abb.com/privacy-policy) and all other policies and additional terms posted on our sites set out the terms and conditions for your use of the Marketplace (together these “Terms of Use”) and constitute a legally binding agreement, between the user of the Marketplace and ABB. The Acceptable Use Policy, the Data Privacy Policy and all other policies and additional terms posted on our sites are hereby incorporated into these Terms of Use by reference. You agree to comply with and accept all the terms of these Terms of Use when accessing or using the Marketplace. If you do not agree to accept these Terms of Use, you must not access or use the Marketplace. By entering into these Terms of Use you (i) represent and warrant that you are entitled to and that no other person is accepting these Terms of Use on your behalf and (ii) accept its terms and conditions and your responsibilities in all aspects relating to your use of the Marketplace. If you use the Marketplace as an employee, agent, contractor or other representative of a company or similar entity, you represent and warrant that you have the right and authority to validly bind that entity.
    5. This document is 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. This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011.
  2. Access to and use of the Marketplace
    1. Subject to the terms of these Terms of Use, ABB grants you a non-exclusive, non-transferable, limited and revocable right to access and use the Marketplace for your business purposes.
    2. Your access and use of the Marketplace may require you to establish an account or to otherwise register on the Marketplace. For purposes of administrating the account and/or the sale and purchase process, you may be further required to provide contact information (for example name, business telephone number, address, email and user IDs) and other information as described in the registration form provided on the Marketplace. You are responsible for the accuracy and completeness of this information and for any and all activities that occur under an account or registration that is attributable to you (including, for the avoidance of doubt, activities by third party users). You will ensure that (i) the individual users securely store and keep credentials (e.g. username, passwords, certificates, keys) confidential; (ii) the credentials that are allocated to a specified individual user are only used by such user; and (iii) the account is only used in relation to the Marketplace and in such a way so as not to impair or compromise the stability or security of the Marketplace. You shall notify us immediately on discovering any attempted or actual unauthorized use of an account and immediately follow our instructions when we ask you to change an individual user’s access credentials. We reserve the right to change a user’s access credentials if we are of the opinion that such change is necessary for security or other relevant reasons.
    3. Transactions on the Marketplace are available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons who are not competent to contract within the meaning of the Indian Contract Act, 1872, are not eligible to use the Marketplace. If you are a minor i.e. under the age of 18 (eighteen) years, you may use the Marketplace or access content on the Marketplace only under the supervision and prior consent/ permission of a parent or a legal guardian.
    4. As a registered seller, you are allowed to list the ABB Products and/or Third Party Products for sale on the Marketplace in accordance with these Terms of Use and any additional terms and conditions that may apply to you as a registered seller. You must be legally permitted to sell the ABB Products you list for sale on the Marketplace.
    5. The provision of the Marketplace requires us to monitor your usage of the Marketplace for legitimate purposes, such as (i) providing, maintaining and developing the Marketplace; (ii) preventing, detecting and repairing problems related to the security and/or the operation of the Marketplace; (iii) charging, if any, for seller’s access to and use of the Marketplace; (iv) creating reports, e.g. number of products sold by a seller, global revenue by product category; and (v) improving the user experience of the Marketplace.
    6. You may be able to access or are required to access third party websites, app stores and/or material and/or download third party software from such websites or app stores in order to use the Marketplace or sell or buy an ABB Product or Third Party Product. We do not operate or control any third party websites, app stores or any other material, information, software, services, opinions or other content provided by third parties, including on the internet (collectively, "External Content"). Use of External Content is subject to your acceptance of the applicable third party terms of use and you acknowledge and agree that any contractual relationship related to External Content is solely between you and the provider of such External Content. We make no warranties or representations and we have no obligation, responsibility or liability for External Content and your use of External Content to the extent permitted by applicable laws. You waive any right or claim of right against us relating to External Content.
    7. We may discontinue all or parts of the operation of the Marketplace at any time or make any reasonable changes to the Marketplace from time to time. We will notify you of any change in functionality with a material adverse effect or of any discontinuation of the Marketplace by appropriate means and as soon as reasonably practical. By continuing to use the Marketplace despite the notification, you agree to the respective change. It is in our sole discretion whether we maintain providing prior versions of the Marketplace for a certain time period and we will notify you if we do maintain providing such prior versions.
  3. Data protection
    1. Each party shall comply with all applicable laws related to the protection of Personal Data and agrees not to withhold or delay its consent to any changes to applicable contractual provisions in order to comply with such applicable laws and orders from any competent authority. We will further comply with our Data Privacy Policy when using such Personal Data. The parties acknowledge that the processing of Personal Data may require the conclusion of additional data processing/protection agreements. A party shall, upon request of the other party, promptly enter into any such agreement(s) as required by mandatory law or a competent authority.
    2. It may be noted that our Data Privacy Policy sets out the manner in which ABB complies with the principles of Personal Data protection, as well as rights of users and visitors of the Marketplace in relation to the way their data is used within ABB’s business processes. Our Data Privacy Policy seeks to provide clear and easily accessible information regarding: (i) our practices and policies; (ii) type of Personal Data or Sensitive Personal Data collected by ABB from users and visitors; (iii) purpose of collection and usage of such Personal Data and Sensitive Personal Data; (iv) disclosure of Personal Data or Sensitive Personal Data to third parties, if any; and (v) reasonable security practices and procedures regarding the processing of Personal Data and Sensitive Personal Data.
    3. It may also be noted that our Data Privacy Policy also seeks to ensure that Data Principals are informed of: (i) the fact that Data or Sensitive Personal Data is being collected; (ii) the purpose for which Data or Sensitive Personal Data is being collected; (iii) the intended recipients of Data or Sensitive Personal Data; and (iv) the name and address of (a) the agency that is collecting the Data or Sensitive Personal Data; and (b) the agency that will retain the Data or Sensitive Personal Data.
    4. Without prejudice to the generality of the foregoing, you hereby acknowledge and agree that ABB may use Personal Data for the purposes of its own research and analytical purposes. Further, you hereby grant to ABB, express consent to disclose such Data as is required to be disclosed by ABB to fulfil its obligations hereunder and/or under applicable laws, on a need to know basis, as ABB may at its sole discretion deem fit.
    5. We may share Data with our other corporate entities and affiliates and third parties. This disclosure may be required for us to provide you access to the Marketplace, to comply with our legal obligations to facilitate our marketing and advertising activities, or to prevent, detect, mitigate, and investigate fraudulent or illegal activities related to the Marketplace. We do not disclose your personal information to third parties for their marketing and advertising purposes without your explicit consent.
    6. You understand that we have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Marketplace) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, we can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.
    7. For the purpose of these Terms of Use:
      1. Data” shall have the meaning assigned to it under the Data Privacy Law;
      2. Data Principal” shall mean, in relation to any Personal Data, the individual to whom such Personal Data relates;
      3. Data Privacy Law” shall mean any and all Indian laws or regulations relating to the Personal Data of Indian citizens and/or residents and shall include the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and any and all amendments thereto;
      4. Personal Data” shall have the meaning assigned to both “personal data” and “personal information” under the Data Privacy Law; and
      5. Sensitive Personal Data” shall have the meaning assigned to it under the Data Privacy Law.
  4. Your responsibilities
    1. You will: (i) obtain and maintain all necessary licenses, permissions, filings and consents (which shall include consent of individuals where you provide Personal Data to us) which may be required regarding your access to and use of the Marketplace and any content provided by you in connection with the Marketplace and your accounts; (ii) when using External Content, comply with the respective terms and conditions of use and the license terms and conditions in connection with External Content; (iii) comply with all terms and conditions in connection with the contract of sale; (iv) ensure that all users comply with the terms and conditions of the Acceptable Use Policy; and (v) comply with all applicable laws.
    2. You will co-operate with us in all matters relating to the Marketplace and provide us with such information and materials as we may reasonably require in order to provide and operate the Marketplace. In addition, you will inform us without undue delay upon becoming aware of any circumstances that may or do affect the security of the Marketplace.
  5. Purchase process
    1. The Marketplace will facilitate a purchase and sales process provided by a third party for the seller to sell to the buyer and the buyer to buy from the seller. The process and related terms and conditions will be provided on the Marketplace. We do not operate or control such purchase and sales process but may monitor the use of the Marketplace in accordance with Section 2.5 above. We will, under no circumstance, and in no manner, be responsible for the services provided by such third party, including but not limited to, transfer of money by such third party or any amount debited from your bank account in pursuance of such payment, or any failure of payment transactions, or any refunds.
  6. Charges for access to and use of the Marketplace
    1. We may charge the seller for accessing and using the Marketplace or for any other separately agreed charges, e.g. penalty charges in case of order cancellations or wrong deliveries. Such charges, if any, and related payment terms will be agreed separately.
  7. Proprietary rights
    1. All right, title and interest, including all intellectual property rights, in and to the Marketplace and all intellectual property rights in and to the ABB Products as well as all right, title and interest, including all intellectual property rights, in and to any variations, modifications and derivative works of the Marketplace and the ABB Products are and remain exclusively with ABB, its affiliates or its licensors. You have no rights in and to the Marketplace or the ABB Products, other than those expressly granted pursuant to these Terms of Use, and, with regard to the ABB Products, those rights granted to you in the contract of sale. All right, title and interest, including all intellectual property rights, in and to any Third Party Products are and remain with such third party or its licensors.
    2. In the course of your use of the Marketplace, you may provide feedback or suggestions related to the Marketplace and in case you are a buyer you may provide feedback related to the seller. We and our affiliates are entitled to use such feedback and suggestions, even if they should be marked confidential, without any restrictions and any compensation to you.
    3. You will not in whole or in part (i) use the Marketplace in any manner other than explicitly permitted in these Terms of Use, including for any third party use including license, sublicense, sell, resell, lease, transfer, assign, distribute, display, broadcast, disclose, or otherwise commercially exploit or make it, or any portion thereof, available to any third party in any manner; (ii) modify, tamper with, repair or make derivative works based upon the Marketplace; (iii) copy, reproduce, publish, reverse engineer, attempt to derive the source code of, modify, disassemble, decompile or create derivative works of the Marketplace (except to the extent that applicable laws prohibits reverse engineering restrictions, and then only as permitted by such laws); (iv) copy any ideas, features, functions or graphics of the Marketplace; (v) remove, obscure, alter, or move our and our licensors’ proprietary notices; (vi) extract and/or re-utilize parts of the contents of the Marketplace; and/or (vii) use any trade mark, service mark, trade name or logo owned by ABB. Use of the Marketplace other than specifically permitted in these Terms of Use, is expressly prohibited.
  8. Warranty and indemnity by you
    1. You represent and warrant that (i) you are a professional acting in your ordinary course of business; (ii) the use by us, our affiliates and/or our subcontractors of your content or your grant of any right under these Terms of Use, will not infringe the intellectual property rights or other rights of any person and/or cause any harm to any person; and (iii) you comply with the Acceptable Use Policy.
    2. You will indemnify and hold us and our affiliates, as well as our and their subcontractors, directors, officers, employees, agents and representatives, harmless from and against all costs, claims, demands, liabilities, expenses, damages or losses, including reasonable attorney’s fees, arising out of or in connection with any alleged or actual (i) infringement of any third party's intellectual property rights by you; (ii) violation of any third party’s rights related to your content or its use by us, our affiliates and/or our subcontractors in accordance with these Terms of Use; (iii) violation of any other rights of a third party related to your breach of these Terms of Use; (iv) your violation of applicable laws; (v) your breach of these Terms of Use; (vi) dispute between you and a third party, including but not limited to disputes between a seller and a buyer; and/or (vii) unauthorized, improper, illegal or wrongful use of your account.
  9. Disclaimer of warranties; Geographic scope
    1. We have taken precautions to keep the Marketplace safe, secure, and functioning properly, but we cannot guarantee the continuous or uninterrupted operation or availability of or access to the Marketplace.
    2. You agree that you are making use of the Marketplace at your own risk and that the Marketplace, all content, services, additional tools, features, guidance and information provided by us, is being provided to you on an "as is" and "as available" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, non-infringement and/or legality of the products listed or displayed or transacted or the content (including product or pricing information and/or specifications) on the Marketplace. You hereby expressly release ABB and/or our affiliates, as well as our and their subcontractors, directors, officers, employees, agents and representatives from any cost, damage, liability or other consequence of any of the actions or inactions of the users of the Marketplace and specifically waive any claims or demands that you may have in this behalf under any statute, contract or otherwise.
    3. Unless otherwise specified, the products on the Marketplace are presented solely for the purpose of sale in India. ABB makes no representation that products and services on the Marketplace are appropriate or available for use in countries other than India. Those who choose to access the Marketplace from countries other than India do so on their own initiative and ABB is not responsible for supply of products or services and/or refund for the products or services ordered from countries other than India and/or compliance with local laws, if and to the extent local laws are applicable.
  10. Limitation of liability
    1. To the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, business interruption, loss of production, loss of use or loss or corruption of data; loss of profits, anticipated savings, revenue, sales, business, goodwill or reputation; costs of substitute goods, materials or services; or any special, indirect, consequential, incidental, punitive or exemplary loss or damages) arising (directly or indirectly) from or in connection with (i) the content you provide using the Marketplace; (ii) your use of or your inability to use the Marketplace; (iii) pricing, shipping, format, or other guidance provided by ABB; (iv) delays or disruptions in the Marketplace or from its unavailability; (v) malicious software obtained by accessing or linking to the Marketplace; (vi) glitches, bugs, errors, or inaccuracies of any kind in the Marketplace; (vii) a suspension, termination or other action taken with respect to your breach of these Terms of Use; (viii) the duration or manner in which your listings appear in search results; or (ix) your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms of Use or our policies.
    2. If we are found to be liable, regardless of Section 10.1 above, our liability to you or to any third party is limited to the amount of US Dollar 100 (one hundred). This shall be the sole and exclusive remedy available to you.
    3. The limitations and exclusions of liability also apply to the benefit of our affiliates, as well as our and their subcontractors, directors, officers, employees, agents and representatives.
    4. Some jurisdictions do not allow or do limit the disclaimer of warranties in Section 9.2 above or exclusion or limitation of damages in Section 10.1, 10.2 or 10.3 above. If this is the case the disclaimers, exclusions and limitations shall apply to you only to the fullest extent permitted by applicable law.
  11. Suspension and termination
    1. We may suspend or terminate your account and/or your access to and/or use of the Marketplace in whole or in part, and may do so without any notice, if we determine in our sole discretion that your access to or your use of the Marketplace: (i) poses a security risk to the Marketplace and/or any third party; (ii) may adversely impact the performance of the Marketplace; (iii) is in violation of applicable laws or poses a risk that we are or will be in violation of applicable laws; (iv) may subject us or any third party to liability; or (v) is in violation of these Terms of Use. We may notify you prior to suspension and will suspend your account and/or your access to the Marketplace only to the extent reasonably necessary. Upon termination, except as prohibited under applicable law, (i) all your rights under these Terms of Use immediately terminate; (ii) you will immediately cease any use of the Marketplace; we may remove your content; and (iv) you remain responsible for paying the charges incurred until the effective date of termination.
    2. We will not be liable for any costs, expenses, or damages as a result of such suspension or termination. Provisions of these Terms of Use, which by their nature survive the termination hereof, shall continue to have effect.
  12. Export control or sanctions
    1. You will not export, directly or indirectly, any product, software or technical data acquired when using the Marketplace in breach of any applicable export control or sanctions laws, including, if applicable, those of the United States, and you will obtain any export licenses or other government approvals required for such exports. In addition, if requested by us, you will provide us with any reasonable assistance that is necessary for us to perform any activity required by government authorities, or otherwise to comply with export control or sanctions laws.
    2. You will contractually oblige any third party to whom you might disclose, transfer or export products, software or data that you procure pursuant to a contract to comply with export control and sanctions requirements equivalent to those in Section 12.1.
  13. Disputes
    1. Disputes related to the use of the Services and the Marketplace
      Governing law. These Terms of Use, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the substantive laws of India and, save as provided hereunder, courts in Bengaluru shall have the exclusive jurisdiction over all disputes arising from these Terms of Use.
      Jurisdiction. Any dispute, controversy or claim arising out of, or in relation to, these Terms of Use, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 on the date on which the notice of arbitration is submitted in accordance with these rules. The number of arbitrators shall be one, who shall be appointed by ABB. The seat of the arbitration shall be Bengaluru, India. The arbitral proceedings shall be conducted in English.
    2. Disputes related to a contract of sale
      Any dispute, controversy or claim arising out of, or in relation to, a contract of sale shall be exclusively between the seller and the buyer. If you have a dispute with one or more users, you release us (and our affiliates, and the respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
  14. General provisions
    1. Force majeure. Neither party shall be in breach of these Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations (excluding payment obligations) if such delay or failure result from events, circumstances or causes beyond its reasonable control, including: (i) acts of God, flood, fire, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, cyber-attacks, riots, war, threat of or preparation for war, armed conflict, sanctions or embargos; (iv) laws or action taken by a government or public authority; (v) systemic electrical, telecommunications or other utility failures; or (vi) any labor or trade dispute, strikes, industrial action or lockouts.
    2. We may assign or otherwise transfer these Terms of Use or any of our rights and obligations under these Terms of Use to an affiliate or successor-in-interest. You shall not, without our prior written consent, assign or otherwise transfer any or all of your rights or obligations under these Terms of Use.
    3. We are permitted to appoint and use affiliates and other third parties to perform our obligations or any portion thereof without prior notification to or consent of you.
    4. Variation. We may modify these Terms of Use from time to time. Any such modification will be subject to notification to you and will be effective as stated in the notification. It is your responsibility to review these Terms of Use periodically for updates/changes. By continuing to use the services and/or the Marketplace after the effective date of modification, you agree to be bound by the modified terms.
    5. No A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Except as otherwise expressly stated in these Terms of Use, a delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy; or prevent or restrict the further exercise of that or any other right or remedy.
    6. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted but not affect the validity and enforceability of the rest of these Terms of Use.
    7. Code of conduct and anti-bribery law. We maintain a set of codes of conduct and guidelines related to our, our employees' and our contractors' business conduct, including anti-bribery, anti-corruption and conflict of interest, and we require our suppliers to comply with such codes of conduct or have equivalent codes of conduct, accessible at https://new.abb.com/about/integrity/standards/abb-code-of-conduct. You shall comply in your business conduct with standards that are equivalent.
    8. Third party beneficiaries. No one other than a party to these Terms of Use shall be a beneficiary of these Terms of Use or shall have any right to enforce any of its terms, unless specified in the Terms of Use.
    9. Independent contractors. Each party is an independent contractor, nothing contained in these Terms of Use shall form a joint-venture, partnership or agency, and neither party has the authority to bind the other party. Without limiting the foregoing, each seller is an independent contractor is fully free to set its prices for the ABB Products that it sells through the Marketplace.
    10. Entire Agreement. These Terms of Use, together with all other documents referred to herein, constitute the whole agreement between the parties and supersedes any previous written or oral agreements, understandings, negotiations and discussions between the parties in relation to the matters dealt with herein.
    11. When you use the Marketplace or send emails or other data, information or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically and as and when required. We may communicate with you by email, by posting information on the Marketplace site or by such other mode of communication, electronic or otherwise.
    12. Grievance officer. In accordance with Information Technology Act 2000 and rules made thereunder, the name and contact details of the Grievance Officer are provided below:
      Maniarasan E
      ABB India Limited.
      88/3-88/6 Basavanahalli Village, Kasaba Hobli, Bangalore North, 562123, Bangalore, Karnataka, India
      maniarasan.e@in.abb.com
      080 22948929
© ABB India Ltd. | Address: 88/3-88/6, Basavanahalli Village, Kasaba Hobli, Bengaluru, Karnataka - 562123