FOS Agreement Terms & Conditions

1. DEFINITIONS:

Unless the context otherwise required, the following terms and expressions shall bear the following meanings:-

1. "Customers" means a person(s) who purchase(s) a Product from the Dealer and intends to take loan/ finance facility from IDFC FIRST.
2. "Dealer Subvention Amount" means the amount, agreed between the parties from time to time, which is payable by the Dealer to IDFC FIRST and the same shall be exclusive of all the applicable taxes including GST.
3. "Delivery Advice (DA)" means the advice instructing the Dealer to deliver the product as per the instructions mentioned on it. This document is received and should be referred from system@capfirst.com
4. "ECS Instruction Form" means the mandate form signed and issued by Customer instructing his Banker to debit his account towards payment of Equated Monthly Installments (EMI) and other applicable payments to IDFC FIRST.
5. "NACH ( National Automated Clearing House )" means the mandate form signed and issued by Customer instructing his Banker to debit his account towards payment of Equated Monthly Installments (EMI) and other applicable payments to IDFC FIRST
6. "Equated Monthly Installments (EMI)" means the amount of monthly repayment of principal and interest to be paid by the Customer to IDFC FIRST.
7. "KYC Documents" means the documents compulsorily collected by IDFC FIRST Bank from its customers as per the Know Your Customer (KYC) guidelines issued by Reserve Bank of India from time to time.
8. "Loan" means the loan/ finance facility which may be provided by IDFC Customers for purchase of the Products from the Dealer
9. "Loan Application" means an application to be submitted by a Customer in the format given by IDFC FIRST Bank, who desires to obtain a Loan;
10. "Loan Documentation" or "Loan Documents" means the Loan Application, Loan Agreement, Terms & Conditions, schedules, sanction letter and all other documents of the Loan Kit as specified by IDFC FIRST from time to time;
11. "Manufacturer" means the manufacturer of the Products.
12. "Products" means all types of consumer durable products being sold by the Dealer and approved and financed by IDFC FIRST.

2. DEALERS RESPONSIBILITY

1. The Dealer shall explain the Loan schemes/ facilities provided by IDFC FIRST to the Customers.
2. The Dealer will prominently display and exhibit in his shop or showroom necessary brochures, posters and sale advertising material of IDFC FIRST, as provided to the Dealer by IDFC FIRST.
3. IDFC FIRST and the Dealer may, from time to time, undertake joint publicity and/or advertising. All the expenses in this regard shall be shared as mutually agreed between the Parties.

3. OTHER RESPONSIBILITIES OF DEALER

1. Not either directly or indirectly make or give any commitment on behalf of IDFC FIRST relating to acceptance of the Loan Application to the Customer.
2. On approval of the Loan, collect from the Customer the down payment (as mentioned on the DA) which shall be the sale price of the Product less the amount of the Loan granted by IDFC FIRST.
3. Collect service charges, additional service charges, advance installment amount, security deposit and other charges levied by IDFC FIRST (hereinafter referred to as "Initial Payment"), as per the scheme communicated by IDFC FIRST to Dealer. The Initial Payment shall be decided by IDFC FIRST, in its sole discretion and IDFC FIRST shall, from time to time, notify the Dealer about such charges.
4. Deliver the products on the address mentioned on the Delivery Advice (DA) and not to deliver the Product over the Counter (OTC), irrespective of the nature/size of the Product or urgency of the Customer. Provided the digital products described hereunder can be delivered to the Customer over the counter against proper acknowledgement thereof .Before delivering the digital product to the Customer, the Dealer has to ensure the identity of the Customer by verifying appropriate documents.
5. List of digital Products which can be delivered over the counter as per the above provision.
   
   

   S. No.	Description of the product
   1	Phone, Smart Phone &Tablet
   2	Smart Watch
   3	Laptop & Desktop
   4	Camera & Lens
   5	Speaker
   6	Printer

   
   
6. Provide to IDFC FIRST, a copy of the DA and Delivery Challan containing the serial number/ unique identification number of the respective Product, evidencing delivery of the Products of the same brand and model as approved/ confirmed duly acknowledged by the Customers together with the invoice of the Product. In case of any exchange/replace/substitute Products, the Dealer shall immediately provide a copy of invoice of the exchanged/replaced/substituted Products to IDFC FIRST.
7. Provide original/ duplicate delivery challan, within 7 days or as demanded by IDFC FIRST. IDFC FIRST have right to demand the said delivery challan at any time.
8. Assist in collections from delinquent Customers, by way of showing the delivery address as and when required by IDFC FIRST.
9. Generate invoice under financing for a Manufacturer only if the Dealer is authorized dealer of that Manufacturer.
10. Sell the Product to the Customers at the price neither lower than the MOP (Minimum Offer Price), provided by the Manufacturer nor more than the MRP (Maximum Retail Price) as fixed by the Manufacturer together with applicable taxes, if any.
11. Not to do cash funding and/or generate invoice only for end users/ customers.
12. Ensure that loan Documents completed in all aspects and send to the local operations centre of IDFC FIRST within 15 days of DA generation.
13. IDFC FIRST shall be entitled to inspect the books of the Dealer at all times with reasonable notice, in so far as they relate to its activities pertaining to this arrangement and as and when demand the Dealer shall provide all the assistance to IDFC FIRST and provide copies all the relevant documents sought by IDFC FIRST within 7 days of demand of the same.
14. If the Dealer fails to comply on any of the responsibilities mentioned in Clause 3, IDFC FIRST has the right to not pay and/ or hold the Loan disbursal amount or by setting off the same from the future amount payable to the Dealer by the IDFC FIRST.
15. Any loss or damage caused to IDFC FIRST due to reasons including but not limited to following viz. customer is not residing at the given address or the address provided by the customer is not traceable or the product has not been delivered to the customer etc., the dealer shall pay the amount outstanding payable along with costs and other charges payable by such Customers to IDFC FIRST within 2 days of Demand or IDFC FIRST shall be entitled to recover all such losses / damages by setting off the same from the amount payable to the Dealer.
16. It is mandatory for the dealer to click and upload a photo in IDFC FIRST delivery app at the time of delivery –picture should be of asset with customer. Please follow this link to download delivery app from Google play store.-https://play.google.com/store/apps/details?id=com.capitalfirst.delivery
17. In case of digital products (Smart Phone/smart watch/Camera/Laptops/tablet/speaker/printer/speaker)which are delivered over the counter), Dealer has to ensure that box is opened in the store, customer acknowledgement is taken for receipt of goods and picture of open box at store with customer is taken and uploaded on IDFC FIRST App.
18. Dealer has to check original photo ID proof of customer before handing over goods. Dealer /Dealer staff needs to check the below documents before generating the invoice a) The name in original ID card with the name given in this DA b) Photo in ID card with the person to whom goods are being given. This is required for all cases and products

4. IDFC FIRST Responsibilities

1. IDFC FIRST shall, from time to time, provide to the Dealer appropriate details of various schemes for granting Loans to the Customers,
2. Disbursement of Loan by IDFC FIRST to the Dealer- On receiving the Loan Documentation and due verification thereof, IDFC FIRST shall, if satisfied that the Loan Documentation is complete in all respects, disburse to the Dealer the Loan amount which shall be equal to the sale Price of the Product less (a) the down payment paid by the Customers to the Dealer; and (b) Dealer buy down (c) Processing fee (d) Insurance (e) Extended warranty if availed by customer (f) Other charges.
3. Provided IDFC FIRST is not liable to disburse the Loan to the Dealer in the following circumstances:-
   1. If the Product is found faulty by the Customer and the Customer wishes to cancel the loan.
   2. If the Customer has not availed the Product within 15 days of generation of DA.
   3. If Product is not delivered at the Customer's address mentioned in the DA.
   4. If copy of delivery challan is not provided to IDFC FIRST within 7 days of delivery of the Product.
   5. If Customer cancels the Loan for any other reason.
   6. IDFC FIRST have the right to hold the payment of loan disbursal amount and/ or commission, if:-
      
      • a) (a) Any unfair practice on the part of the Dealer is observed by IDFC FIRST.
      • b) The Dealer is not authorized dealer of the Manufacturer for the respective Product.
      • c) Sourcing done for the schemes which were not available at the particular point of time such as weekend schemes sourced during weekday, Schemes not available to the Dealers, scheme not available for those days.
      • d) Product mismatch in different documents.
      • e) Invoice deposited to IDFC FIRST differs from actual invoice to Customer, due to any reason including
        i) Sales Price difference
        ii)Model difference
        iii) Brand difference iv)Down payment difference Etc.
      • f) Any other difference between the two invoices.
      • g) If IDFC FIRST, any of the discrepancies mentioned clause 4.3 above subsequent to disbursal of loan amount to the Dealer, the Dealer is liable to repay the same and IDFC FIRSTshall be entitled to set off the same from any other amount (including futurepayments) payable to the dealer or recover those amounts from the Dealer by appropriate action.
4. In addition to holding the payment as referred herein above, the Dealer hereby agrees that it shall be liable to pay Rs.2,500/per incident and the said amount shall be deducted from the next disbursal amount by setting off the same from the future amount payable to the Dealer by IDFC FIRST,or any other payment from IDFC FIRST amount for such cases to the Dealer.
5. IDFC FIRSTsshall provide to the Dealer, brochures, posters and point of sale advertising material for the Loan.

5. Dealer's Undertaking:

1. In case a Product is returned back to the Dealer, if the Product being defective, faulty or not of the warranted quality or other genuine or justifiable reason and the sale being canceled, then, in such case notwithstanding what is stated in any agreement executed by the Customer, Dealer shall forthwith return the Loan amount to IDFC FIRST. It is further agreed/ confirmed and assured by Dealer that under no circumstances Dealer shall resort any unfair means of business called as cash funding or for preparation of fake documents and/or practice.
2. The Dealer shall ensure strict compliance of all the guidelines and instructions issued by IDFC FIRST and respective statutory authorities.
3. The Dealer shall maintain all the records in such form and manner and for such intervals as mutually agreed between the Parties.
4. For all Finance cases Invoicing of the Product to be done within the Scheme Validity period. If the Dealer fails to deliver the Product within prescribed time, IDFC FIRST shall not make any payments against the said Products.

6. Confidential Information

1. For purposes of this Agreement, “Confidential Information” shall mean all written and/ or tangible information disclosed by IDFC FIRST
2. The Dealer shall at all times ensure that adequate measures and actions are taken to safeguard confidentiality and maintain privacy of all customers in relation to the loan provided by or sought to be provided by IDFC FIRST and shall ensure that the customer information disclosed under this Agreement is used for the purpose as stated in this Agreement. The Company should use such systems that are designed in such a way that neither any leakage of any information is possible whether by way of neither human or machine intervention, nor any misuse of any information is possible. The Dealer shall not transfer or disclose any information availed of by the Company from IDFC FIRST in whole or in part to any person who is not an authorized personnel or an agent of the Dealer. The Dealer agrees to take all steps to ensure that any information is duly protected from any unauthorised access or disclosure, loss, modification or misuse of any kind which may give rise to a conflict of interest.

7. Termination

1. Either Party have the right to terminate this tie-up arrangement by giving 30 days' written notice with intention to terminate this tie-up arrangement to the other Party and on expiry of the said notice period, this tie-up arrangement shall stand terminated.
2. IDFC FIRST can terminate this tie-up arrangement with immediate effect in case breach of any of the terms, conditions or covenants by the Dealer.
3. Provided that such termination shall not affect action taken or initiated by IDFC FIRST under any Loan Application accepted by IDFC FIRST, which shall be completed and delivered in the same manner as if this arrangement had not been terminated.
4. Effect of termination of this arrangement-
   
   1. The termination shall be without prejudice to the accrued rights of the Parties.
   2. The Dealer shall return to IDFC FIRST all materials of IDFC FIRST in its custody.
   3. Save to the extent permitted under the terms of any other arrangement or relationship between the Dealer and IDFC FIRST, the Dealer will cease to use IDFC FIRST name or logo in any manner whatsoever.

8. Relationship

1. Nothing contained in this arrangement shalt constitute a partnership or joint venture between the parties nor shall any relationship of employer and employee be deemed to be created between IDFC FIRSTand the Dealer or IDFC FIRSTand the employees, personnel, officers or representatives of the Dealer. IDFC FIRSTshall not be liable in any manner to the employees, personnel, officer or representatives of the Dealer or for acts of such employees, personnel, officer or representatives of the Dealer.
2. During the term of this arrangement, the Dealer shall not hold itself out as an agent of IDFC FIRST. It is clearly understood that this arrangement is on principal to principal basis and IDFC FIRSTshall not be liable for the acts of commission or omission of the Dealer or its employees, personnel, officer or representatives.

9. Miscellaneous

1. Unless explicitly stated otherwise in this Agreement, the failure of either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, and the waiver of any violation or breach of this Agreement by either Party shall not constitute a waiver of any prior or subsequent violation or breach, unless the performance of such obligation is expressly waived in writing.
2. Any waiver, replacement, modification or cancellation of any part of this Agreement and its Schedules shall not be effective unless agreed in writing by both Parties.
3. If any provision of this Agreement is determined by a court of law or other competent authority to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provisions of this Agreement.
4. IDFC FIRST shall be entitled to assign this Agreement to another entity without written consent of the Dealer.
5. This Agreement, together with all its Schedules and other documents that are referenced herein constitutes the entire Agreement between the Parties and supersedes any previous discussions, negotiations and agreements between the Parties prior to the Effective Date

Schedule II – Payment Details