Supplier and Merchant Agreement

This Agreement is between the Burbn operator identified in the Marketplace Terms and the independent Supplier accepting it. It governs business verification, listings, quotations, sales, fulfilment, buyer support and settlements on Burbn B2B. It is supplemented by the Supplier's expressly accepted Commercial Schedule and the other B2B policies referenced below.

1. Independent supplier and seller of record

The Supplier is the seller of its goods and the contracting party to each Buyer–Supplier Order. It must disclose its correct legal identity, issue the appropriate invoice, and perform the sale contract. It is responsible for its manufacturing, sourcing, claims, title to goods, regulatory compliance, packaging and agreed delivery obligations.

Burbn supplies marketplace and related administrative services. A Supplier may not represent that it is employed by Burbn, that its products are owned or certified by Burbn, or that it may bind Burbn to an undertaking. Where a limited payment-collection or logistics authority is granted, it is confined to the documented purpose.

An authorised employee signs for the Supplier, not as personal guarantor. A proprietorship's legal status and any separately executed guarantee remain matters of applicable law. Limited liability is not removed merely because a Supplier balance becomes negative.

2. Eligibility and verification

The Supplier must be legally entitled to trade in the relevant goods and destinations. An individual must be at least 18 and competent to contract; an organisation must use an authorised representative.

Provide the applicable legal name, entity type, registration number, registered and operating addresses, tax identifiers, customer-service details, authorised representative and a payout account held by the Supplier or otherwise lawfully approved. Foreign Suppliers must provide equivalent home-jurisdiction registration and tax documents, and export or product approvals where required.

Additional checks may address beneficial ownership, account control, sanctions, factory claims, brand permissions, business licences, fraud risk or payment-provider requirements. Burbn will request information proportionate to the purpose and explain material verification failures where lawful. Sensitive identity documents should use the designated secure process, not a public listing or ordinary buyer chat.

Notify a material change within five Business Days, and immediately where it concerns account compromise, a revoked licence, product safety or a suspicious payout instruction. Reverification may be required following an ownership, legal-name or bank-account change. A badge may be withdrawn if the underlying evidence expires or becomes unreliable.

3. Accounts and representation

Maintain one primary legal identity for the business. Additional storefronts or staff accounts must be authorised and must not conceal common ownership, evade enforcement or manipulate ratings. Keep authorised-user access current and revoke former staff promptly.

Represent only factories, brands and distributorships you own or are authorised to represent. A trading company must not claim to manufacture goods without a factual basis. Where a third-party factory will produce the Order, disclose its role when relevant to the Buyer's specification, inspection, certification or sourcing requirements.

4. Required listing information

Each listing and final quotation must accurately state the material information a business Buyer needs, including:

• Product title, model, variant, actual condition, brand and lawful country of origin.
• Material, dimensions, capacity, performance, compatibility, power and safety information relevant to the item.
• Unit of sale, carton or assortment composition, MOQ, quantity tiers and available stock or production basis.
• Price currency, tax treatment, freight basis and other compulsory charges or clearly identified quotation dependencies.
• Manufacturing and delivery lead times, warranty territory, service arrangements, return conditions and the responsible Supplier.
• Certifications, approvals, warnings, shelf life, expiry and traceability information required for the category or destination.

Images and translations must correspond to the goods actually offered. Label renders, sample images and illustrative colours where they could mislead. Do not copy another seller's photos or certificates without rights, describe a generic product as branded, or use a certification mark outside its scope.

A manufacturer's specification is not proof that a particular supplied model or factory is certified. Keep documentary support and make material evidence available before the Buyer commits. If a field is unknown, do not replace it with a reassuring claim.

5. Prohibited goods and category approvals

Comply with the Prohibited and Restricted Products Policy. Required category approval must be obtained before listing or accepting an Order, not after receiving the Buyer's money.

The Supplier must assess applicable standards for the actual item, intended market and transaction. Examples include BIS requirements and quality-control orders, Legal Metrology declarations, battery and e-waste obligations, food or medical-product permissions, wireless approvals and dangerous-goods transport rules where relevant. A CE or FCC mark is not automatically a substitute for a required Indian approval.

Burbn may request proof, restrict destinations or pause a listing while an issue is assessed. Continued display of a listing does not relieve the Supplier from obtaining a required licence or make unlawful goods lawful.

6. RFQs, quotations and pricing integrity

Respond to an RFQ within the period stated in the inquiry, or ordinarily within two Business Days where no period is stated. Indicate whether the response is an estimate, a firm offer or a request for clarification. The Supplier must authorise a final quote before it can be used as its binding offer.

Disclose material cost dependencies and a quote-expiry date. A low advertised price must be available for the described quantity and configuration; it cannot be a pretext to obtain inquiries for an unrelated higher-priced product.

Provide the payment method, authorised payee, currency, due dates or milestones and payment instructions in the final quotation submitted for approval. Once accepted, those details form part of the Order. A Supplier must not redirect the Buyer to a different account or method without a recorded amendment and the required verification.

Do not retrospectively change an accepted Order's price or request an additional payment outside its agreed terms. Correct a genuine error promptly and propose a lawful revised offer or cancellation. Do not falsely blame the Buyer or record a Buyer cancellation to conceal a Supplier error.

7. Accepting and performing Orders

Before acceptance, check stock or manufacturing capacity, specifications, delivery feasibility, regulatory requirements and the approved payment conditions. The final Order must identify the actual Supplier and accepted terms under the Buyer and Order Terms.

After acceptance, reserve or procure the agreed goods, meet the dispatch commitment, and keep the Buyer informed of a material risk to performance. Do not enter false shipment events or issue an invoice for goods not actually supplied. Tracking should be uploaded as soon as reasonably available and ordinarily within one Business Day of carrier handover.

Subcontracting manufacturing, packing or transport does not remove the Supplier's obligations. If the Buyer required a particular factory, certification or production process, a material change needs approval. An agreed inspection must be facilitated without substituted samples or fabricated test results.

8. Quality assurance and warranties

The Supplier warrants that it has lawful title and authority to sell; goods will correspond to the accepted description, specification, approved sample and quantity; goods will comply with applicable mandatory standards; and supplied documents will be genuine and accurate.

Goods must be new unless another condition is clearly agreed. Used, refurbished, repaired, damaged, surplus, seconds or near-expiry goods require prominent disclosure of that condition and any lawful limitations. A known fault may be expressly accepted; concealment of another fault is not excused.

Keep reasonable quality-control and traceability records for the product and risk. Agree objective acceptance tests for technical equipment. The Supplier must honour the written warranty and cannot rely exclusively on a manufacturer service route to avoid its own non-delivery, wrong-product or misdescription obligations.

9. Samples, customisation and intellectual property

Record sample approval and the controlling specification before commencing custom production. Resolve contradictions among artwork, text, measurements and purchase-order versions. Written approval of a logo does not authorise a different material or inferior component.

Use Buyer-provided designs and branding only for the authorised project. Protect them as confidential information, control factory access, and do not sell branded rejects or overruns. Tooling ownership and release are governed by the Order and the default tooling terms in the Buyer and Order Terms.

The Supplier must own or have permission for its public listing content. The limited licence to Burbn is the one in the Marketplace Terms. It does not transfer ownership of the Supplier's pre-existing technology or authorise continued paid marketing after the relevant permissions end.

10. Packing, shipping and trade documents

Use packaging suitable for the goods, shipment weight, mode, transit conditions and agreed handling. Mark cartons, quantities, Order and batch references, return details, safety warnings and mandatory declarations accurately. Batteries, chemicals and other regulated goods require the appropriate packaging and declarations.

Provide the invoice, packing list, tracking or transport document, certificates and customs information for which the Supplier is responsible. Identify origin truthfully; do not label commercial goods as gifts or use an artificially low value to avoid duty. Disclose consolidation, partial shipments and delivery constraints in advance.

The Shipping Policy determines the default delivery and risk allocation. Where the Buyer appoints a carrier under an expressly agreed term, the Supplier remains responsible for conforming goods, proper packing and accurate documents at the agreed handover point.

11. Buyer service and claim response

Provide a working support contact and authorised return address. Acknowledge an order problem promptly and respond with evidence and a proposed resolution ordinarily within three Business Days. Urgent safety issues, data incidents and statutory content complaints follow any shorter applicable requirement.

The response should address the actual issue rather than merely repeat “no returns.” Provide the packing record, quality report, transport information or specification relevant to the claim. Do not demand unrelated personal documents, pressure the Buyer to remove a truthful review or condition a refund on waiving unrelated rights.

If the Supplier does not respond within the recorded claim deadline after reasonable notice, Burbn may decide the contractual claim on the available evidence. Silence does not automatically establish fraud, but cannot indefinitely prevent a supported refund.

12. Returns, replacements and refunds

The Supplier accepts the minimum remedies in the Returns Policy and must honour any more favourable promise in its Order. A shorter phrase on an invoice or packaging does not override an accepted Platform remedy.

Supplier-fault returns require the Supplier to bear the reasonable authorised return cost and the refund amounts allocated by the policy. A returned item must be examined within three Business Days of receipt, with a specific explanation and evidence of any contested deduction. No deduction applies simply because a defective item was opened or reasonably tested.

Where a replacement is agreed, record its specification, timing and tracking. If replacement is unavailable or repeatedly fails, provide the refund or other remedy due. A manufacturer warranty does not postpone an Order refund indefinitely.

13. Buyer Protection reimbursement

For a qualifying Order, the Supplier authorises Burbn to administer claims and, where the Buyer Protection Policy requires, arrange or fund an approved refund. The Supplier must reimburse amounts properly attributable to its failure, subject to review and the lawful recovery provisions below.

Burbn's obligation to pay an approved qualifying Buyer claim does not depend on prior collection from the Supplier. Recovery disputes are handled separately. A reversal on Supplier appeal is reconciled with the Supplier and does not result in recovery from an innocent Buyer merely because the original Supplier assessment changed.

The Supplier may challenge evidence, allocation or calculation through the internal appeal process. An internal decision does not remove a legal defence or access to the agreed contractual or statutory forum.

14. Fees and seller-funded promotions

Fees are payable only under the accepted Commercial Schedule. It must identify the commission basis, applicable rate, payment-provider charges, optional service fees, logistics costs, taxes and the treatment of cancellations, partial refunds and chargebacks.

No unspecified commission or standard reserve percentage is imported from scrolling.in. If an essential rate has not been disclosed and accepted, paid sales under that arrangement must not begin until it is agreed. Burbn may not invent a missing rate after the Order.

Supplier-funded discounts, campaign costs and affiliate commissions require acceptance of their budget, attribution and fee basis. A promotion funded by Burbn must not reduce the Supplier's agreed entitlement unless the Supplier separately agreed to contribute. Do not impose a cost merely because a Creator independently mentioned a product.

15. Settlement and statements

Settlements follow the Payments and Settlements Policy and the accepted Commercial Schedule, subject to payment-provider and statutory requirements. Statements must show gross receipts, refunds, each fee and tax line, reserve movement, other authorised deductions and the resulting payable amount.

For amounts collected by Burbn or its approved provider for settlement to the Supplier under an ordinary delivery-based Order, settlement will be initiated within five Business Days after funds have been reconciled, delivery is confirmed and the agreed inspection period has expired, provided no supported hold affects that amount. A legally required earlier settlement prevails. Advance or milestone payments require an expressly approved, legally supported arrangement. Where the approved quotation instead directs an authorised payment to the Supplier, that payment follows the recorded quotation terms; Burbn does not make a second settlement of money it has not collected.

Pay only to the verified lawful beneficiary. A bank-account change may require independent verification and a proportionate temporary restriction. Burbn must explain a material settlement delay and provide a traceable payment reference when sent.

16. Reserves, disputed deductions and negative balances

There is no automatic reserve unless a specific reserve arrangement has been disclosed and accepted. The schedule must state the calculation basis, percentage or amount, reason, holding period, release dates and review mechanism. A lawful emergency restriction or binding order is separate from a contractual rolling reserve.

A hold must be linked to an actual or reasonably evidenced exposure, such as a specific claim, chargeback, identity problem or regulatory instruction. Burbn should release unaffected funds and review an unresolved discretionary hold at least every 15 calendar days. An indefinite hold without an identified legal or continuing factual basis is not authorised.

Set-off must concern an amount lawfully due or a reasonably assessed, disclosed protective hold. Give the Supplier an itemised explanation and ordinarily at least five Business Days to respond before a disputed commercial deduction is finalised. Urgent fraud controls or a legal order may require earlier action, with subsequent review where allowed.

A confirmed negative balance must be repaid within 15 Business Days of an itemised demand, unless another timetable is agreed. Recoveries must not duplicate amounts already recovered from insurance, a carrier, a Buyer or another source. Liability remains that of the contracting Supplier, subject to applicable law and any separately valid guarantee.

17. Service standards and corrective measures

Performance may be measured by fulfilment, on-time dispatch, supported defect or shortage rates, responsiveness, documentation and verified Buyer feedback. The metric definition, measurement period and material consequences must be disclosed before application.

Use warnings and corrective-action plans where suitable. Exclude demonstrably incorrect events and distinguish Supplier fault from a Buyer change of mind or carrier event not allocated to the Supplier. A low rating or disputed claim alone is not conclusive proof of misconduct.

No flat cancellation charge, daily delay charge or other monetary sanction applies unless its basis and amount or calculation have been agreed. Any stipulated compensation remains subject to applicable law, including limits on penalties and reasonable compensation. A label such as “genuine estimate” does not by itself establish enforceability. No duplicate recovery is permitted for the same loss.

18. Product safety and recalls

Immediately notify Burbn of a credible serious safety hazard, counterfeit concern, regulatory action or recall affecting listed or supplied goods. Stop affected listings and dispatches while the risk is assessed. Preserve batch, serial, manufacturing, import and customer-distribution records lawfully needed for traceability.

Cooperate in identifying affected Buyers, sending accurate recall notices, quarantine, repair, replacement, refund and lawful disposal. The party responsible for the problem bears the costs allocated by law and contract. Supplier insolvency or an account closure does not erase an existing safety or recall duty.

19. Buyer information and confidentiality

Use personal data received through the Platform only for the RFQ, accepted Order, delivery, warranty, recall, dispute, tax or other lawful disclosed purpose. Do not sell it, scrape a contact database, add people to unrelated marketing or allow a factory to reuse it for its own solicitation.

Maintain proportionate access controls and secure transmission and storage. Share only what subcontractors need and bind them to appropriate duties. Retain records according to legal requirements and necessity; raw identity documents must not be retained indefinitely merely for convenience.

Notify privacy@scrolling.in without undue delay, and in any event within two hours of becoming aware of a suspected material incident affecting Platform-related personal data, so that applicable reporting deadlines can be assessed. Initial notice may be incomplete and should be updated as facts are established. This contractual notification does not replace the Supplier's own regulatory obligations.

20. Audits and supporting records

Keep reasonable evidence supporting accepted Orders, licences, product claims, taxes, refunds and traceability. On a relevant complaint or risk, provide records proportionate to the issue. Burbn must protect confidential material and must not demand unrelated customer lists, trade secrets or unrestricted system access as a routine condition.

Where an on-site or independent inspection is agreed, define scope, notice, cost and confidentiality. Urgent legal or safety action may require different arrangements. A refusal to provide reasonably necessary compliance evidence may justify pausing the relevant listing or transaction.

21. Suspension, termination and exit

Burbn may suspend affected listings or activity for a material breach, fraud concern, unsafe goods, failed verification or legal necessity. Give reasons and corrective steps where possible; urgent restrictions may occur before notice. The Supplier may seek independent internal review.

Either party may end the ordinary Platform relationship on 30 days' written notice. Existing Orders, refunds, warranties and lawful payment duties continue unless lawfully cancelled. A serious breach may justify earlier termination; a termination notice must not purport to confiscate all earned proceeds.

Release undisputed amounts under the normal settlement schedule. A specific reserve or hold surviving termination must retain its documented basis and review date. Supply a final reconciliation and a channel for obtaining invoices and transaction records.

22. Liability, indemnities and dispute resolution

The common liability provisions in the Marketplace Terms govern Burbn's Platform liability. They do not limit payment of money already due or the Supplier's obligations to Buyers.

The Supplier indemnifies Burbn for a third-party product, infringement, tax or data-misuse claim to the extent caused by the Supplier's breach or conduct, subject to the fair defence, allocation, mitigation and recovery provisions in the Marketplace Terms. No indemnity covers Burbn's own fault or a non-indemnifiable sanction.

Disputes between Burbn and the Supplier follow the Marketplace Terms' Indian-law and Noida-seat arbitration provision, with jointly appointed independent arbitration and preserved mandatory forums. Buyer–Supplier disputes follow the relevant sale agreement; they are not automatically part of that arbitration. Rights under applicable MSME legislation are preserved.

23. Changes and acceptance

Material adverse changes to this Agreement or its standard commercial terms ordinarily require 30 days' notice. Existing Orders retain their accepted rates and protection terms. A new reserve, new service or new paid campaign requires the applicable express agreement; publication of a blank schedule is not acceptance of its future contents.

The Supplier's acceptance record must identify its legal entity, authorised representative, version, date and accepted Commercial Schedule. The Marketplace Terms supply the common rules on notices, statutory rights, interpretation and survival. Operational questions may be sent to support@scrolling.in; formal grievances use the Grievance Policy.