Vendor Warehousing Terms & Conditions

1. Nature of the Arrangement — License, Not Lease or Bailment

Aadaten operates the Aadaten Cloud Kitchen + Warehouse facility as part of the wider Aadaten ecosystem, providing bulk storage, inventory holding and order-fulfilment support for clean-label, organic and Jain-compliant goods. Aadaten may, at its discretion, permit a Vendor to use a designated and limited area within a Warehouse (Storage Space) for the storage of the Vendor s goods (Goods), strictly on the terms set out below.

1.1 License, not tenancy

Any allotment of Storage Space is a purely personal, non-exclusive, non-transferable and revocable leave-and-license arrangement. It does not create any tenancy, sub-tenancy, lease, easement, partnership, joint venture, agency, bailment or employment relationship. The Vendor acquires no right, title, interest or possession over the Storage Space or the Warehouse, and Aadaten may relocate, reduce, reconfigure or reclaim any Storage Space at its discretion on reasonable notice.

1.2 No custodial responsibility

Title and ownership of the Goods remain with the Vendor at all times prior to sale/dispatch to an end customer or authorised recipient. Aadaten does not purchase Goods for its own account except upon actual sale, and does not act as bailee, warehouseman (within the meaning of any warehousing/bailment law), or custodian of the Goods, whether gratuitously or for reward. Aadaten s role is limited to permitting storage space and providing logistics/fulfilment support as separately agreed.

2. Commercial Terms

Unless a different rate is agreed with a specific Vendor in writing, the standard commercial terms applicable to all Vendors are as follows. For each calendar month (or part thereof), the Vendor is liable to pay Aadaten whichever is HIGHER of:

2.1 Computation and invoicing

At the end of each calendar month, Aadaten computes both the Fixed Fee and the Revenue Share from its warehouse management/inventory records and raises a tax invoice/debit note within 7 working days of month-end. The Vendor must settle the invoice within 7 days of receipt. Aadaten may deduct amounts payable directly from sale/dispatch proceeds collected on the Vendor s behalf before remitting the balance, and may suspend or withhold remittance, or suspend further inward/outward movement of Goods, until dues are settled.

2.2 No minimum guarantee

Aadaten does not guarantee any minimum throughput, dispatch volume or Net Sale Value. The Fixed Fee is payable irrespective of actual movement of Goods.

2.3 Handling & value-added services

Additional handling services requested by the Vendor — including pick-and-pack, kitting, relabelling, temperature-controlled storage beyond standard ambient storage, or expedited dispatch — are charged separately as per Aadaten s prevailing rate card, communicated in writing before such services are rendered.

2.4 Late payment

Delayed payment beyond the due date attracts interest at 18% per annum on the outstanding amount, without prejudice to Aadaten s right to suspend the Vendor s license, suspend dispatches, or remove the Goods.

3. Vendor Representations & Obligations

3.1 Quality & compliance

All Goods supplied by a Vendor must:

• Be genuine, of merchantable quality, free from defects, and fit for the purpose for which they are stored and sold
• Fully comply with the Food Safety and Standards Act, 2006 and rules thereunder (where applicable), the Legal Metrology Act, 2009 and Packaged Commodities Rules, and all other applicable central, state and local laws, including applicable warehousing, fire-safety and pollution-control regulations
• Where represented as Jain, pure, satvik or similar, genuinely conform to Aadaten s Jain-purity / Mother Filter certification protocol, with supporting documentation furnished on request
• Carry accurate, legible and compliant labelling — MRP, net quantity, batch number, date of manufacture/packaging, best before/expiry date, ingredients/allergens, and FSSAI license number, as applicable — along with outer-carton labelling suitable for warehouse scanning and identification.

3.2 Packaging & palletisation

Vendors are solely responsible for ensuring Goods are supplied in packaging and, where applicable, palletisation/carton configuration that is adequate, stackable, tamper-evident and suitable to withstand normal warehouse handling (including forklift/pallet-truck movement), racking and storage conditions. Aadaten is not liable for damage arising from packaging or palletisation that is inadequate, defective or unsuitable for warehouse handling.

3.3 Expiry & shelf-life management (FIFO/FEFO)

Goods must be supplied with a minimum residual shelf life of not less than 75% of total shelf life at the time of handover. Aadaten uses commercially reasonable First-In-First-Out / First-Expiry-First-Out practices for dispatch, but Vendors remain solely responsible for monitoring aggregate expiry exposure of their Goods and must proactively arrange replacement, rotation or withdrawal of near-expiry/expired stock at their own cost. Aadaten reserves the right — but is not obligated — to remove any expired or near-expiry Goods from storage without notice and to charge the Vendor s account for disposal costs. Aadaten bears no liability for expired Goods remaining in storage, whether or not identified by Warehouse staff.

3.4 Goods handover, dispatch & records

All Goods must be handed over to designated Warehouse staff against a signed Goods Receipt Note (GRN) specifying SKU, batch, quantity and condition, and all outward movement is recorded against a Goods Dispatch Note (GDN). Vendors must maintain their own stock/consignment register and reconcile it periodically with Aadaten s warehouse management records. Any discrepancy must be raised in writing within 3 days of the relevant GRN/GDN or periodic stock statement, failing which Aadaten s records are treated as final and binding.

3.5 Access & scheduling

Inward and outward movement of Goods must be scheduled with Aadaten s warehouse team in advance and takes place only during Aadaten s notified operating hours. Vendor transporters/representatives must comply with the Warehouse s security, safety and access protocols at all times.

3.6 Statutory registrations

Vendors must maintain valid GST registration, FSSAI license (where applicable) and any other required license/registration at all times, furnishing copies to Aadaten on request.

4. No Liability of Aadaten — Risk Entirely on the Vendor

Key principle: Goods placed at an Aadaten Warehouse are stored entirely at the Vendor s own risk. Aadaten s involvement is limited to providing storage space and facilitating dispatch/fulfilment.

Aadaten bears no liability, financial or otherwise, whether in contract, tort, bailment or otherwise, for any loss, shortage, damage, deterioration, contamination or destruction of Goods, including but not limited to loss or damage arising from or connected with:

• Misplacement, mis-picking, mis-shipment or mixing of stock, whether by Warehouse staff, other vendors, transporters or third parties
• Expiry, spoilage, deterioration in quality, or loss of shelf life, regardless of cause
• Packaging or palletisation damage, breakage, leakage, crushing or tampering during handling, racking, storage, loading or unloading
• Theft, pilferage, burglary or unauthorised removal by staff, transporters or third parties
• Fire, flood, water seepage, pest or rodent infestation, electrical failure (including refrigeration/cold-chain breakdown), structural failure, or other accidental or force majeure events
• Errors in inventory recording, dispatch documentation or order fulfilment, save where such error results from Aadaten s gross negligence or wilful default
• Damage occurring in transit where Aadaten s logistics/transport arrangement is used, save where such damage results from Aadaten s gross negligence or wilful default
• Any consequential or indirect loss, including loss of business, profit or goodwill.

4.1 Limited recourse

If any loss under Section 4 is attributable to demonstrable gross negligence or wilful misconduct of Aadaten s employees, the Vendor s sole and exclusive remedy is limited to the lower of (a) the actual documented cost value of the affected Goods, or (b) the aggregate fees paid by the Vendor in the 3 months preceding the incident. Aadaten bears no liability for indirect, incidental, punitive or consequential damages under any circumstances.

4.2 Insurance

Vendors are solely responsible, at their own cost, for obtaining and maintaining adequate insurance (fire, burglary, transit, product liability, etc.) for Goods stored at the Storage Space and while in transit. Aadaten makes no representation that its premises/warehouse insurance, if any, extends to Vendor Goods, and expressly disclaims any such coverage.

4.3 No guarantee of specific storage conditions

Aadaten follows reasonable, general warehouse-level precautions consistent with its standard operating procedures (including pest control and fire safety measures), but does not warrant any specific security, temperature or humidity condition tailored to a particular Vendor s Goods unless separately agreed and paid for in writing (e.g. dedicated cold storage).

5. Indemnity

Every Vendor agrees to indemnify, defend and hold harmless Aadaten, its directors, officers, employees and other vendors from and against any claims, losses, damages, liabilities, penalties, costs and expenses (including legal fees) arising out of or in connection with: (a) any defect, contamination, mislabelling or non-compliance of the Vendor s Goods (b) any consumer complaint, food safety incident or regulatory action relating to the Goods (c) any breach of these Terms and (d) any misrepresentation regarding Jain-purity or certification status of the Goods. This indemnity survives termination of a Vendor s participation at any Aadaten Warehouse.

6. Taxes

All statutory taxes, duties, cess or levies on the sale of Goods (including GST on the sale price) are borne and accounted for by the Vendor as per applicable law, save that GST on the Fixed Fee/Revenue Share payable to Aadaten is charged and collected by Aadaten as per Section 2. Each party is independently responsible for its own income-tax and statutory compliance.

7. Term, Review & Termination

7.1 Term

A Vendor s participation runs for an overall term of 3 (three) years from onboarding, unless terminated earlier under this Section.

7.2 Quarterly review

Notwithstanding the 3-year overall term, Aadaten and the Vendor jointly review performance, Storage Space allocation and commercial terms every 3 months. Either party may propose revised terms at each review continuation is subject to written confirmation (email suffices). If continuation is not confirmed within 7 days of a review falling due, Aadaten may extend existing terms month-to-month pending renegotiation, or issue termination notice.

7.3 Termination for convenience

Either party may terminate a Vendor s participation by giving the other not less than 15 days prior written notice, without assigning any reason.

7.4 Termination for cause

Aadaten may terminate a Vendor s participation with immediate effect, and/or remove Goods from the Warehouse at the Vendor s risk and cost, upon: (a) breach of Section 3 (obligations) or Section 2 (payment) not cured within 3 days of written notice (b) any regulatory action, complaint or notice concerning the Goods (c) discovery of mislabelled, expired or non-compliant stock or (d) insolvency, winding-up or similar proceedings against the Vendor.

7.5 Effect of termination

On termination/expiry, the Vendor must remove all Goods from the Storage Space within 3 working days, failing which Aadaten may — at its sole discretion and without liability to the Vendor — remove, store (at the Vendor s cost), donate, or dispose of the Goods, and set off any resulting costs against amounts otherwise payable to the Vendor. Accrued payment obligations up to the date of termination survive.

8. Force Majeure

Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, fire, flood, pandemic, strikes, riots, government action, or utility failure. For clarity, this section does not dilute Aadaten s blanket non-liability for Goods under Section 4, which applies regardless of cause.

9. Confidentiality

Each party will keep confidential the commercial terms applicable to it and any proprietary business information, pricing or trade secrets disclosed by the other party, and will not disclose the same to third parties except as required by law or to professional advisors under equivalent confidentiality obligations.

10. Independent Contractor Status

Vendors and their personnel/transporters are independent contractors and are not employees, agents or representatives of Aadaten for any purpose, including tax, labour law or statutory benefits. Vendors are solely responsible for their own staff/transporters engaged in connection with the Goods, including conduct, wages and statutory compliance.

11. General Provisions

11.1 Assignment

A Vendor may not assign, transfer or sub-license its rights or obligations under these Terms without Aadaten s prior written consent.

11.2 Amendment

Aadaten may update these Terms from time to time the Last Updated date at the top of this page reflects the most recent revision. Continued participation after an update constitutes acceptance of the revised Terms. Material changes will be communicated to active Vendors in advance where practicable.

11.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.

11.4 Entire agreement

These Terms, together with any warehouse-specific onboarding form or Vendor-specific written addendum, constitute the entire understanding between Aadaten and the Vendor and supersede all prior discussions, representations or agreements relating to the subject matter herein.

11.5 Notices

Notices are given in writing by email or registered post to the addresses on record, and are deemed served 48 hours after dispatch by post, or same-day for email sent before 6 PM IST on a working day.

12. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India. Any dispute is first sought to be resolved amicably through good-faith discussions within 15 days. Failing amicable resolution, the dispute is referred to arbitration by a sole arbitrator mutually appointed by the parties, under the Arbitration and Conciliation Act, 1996, with the seat and venue of arbitration at Mumbai, in English. Subject to this, the courts at Mumbai have exclusive jurisdiction over all matters arising from these Terms.

13. Contact

For questions about these Terms or to begin the Vendor warehousing onboarding process, please contact Aadaten Private Limited at the details below.