Last updated: 9 June 2026

This Seller Agreement ("Agreement") is a legally binding contract between Gray Cup Enterprises Private Limited, operating the Gray Bulk marketplace ("Gray Bulk", "Platform", "we", "us"), and the entity or individual registering as a seller ("Seller", "you"). By registering, listing products, or transacting on Gray Bulk, you unconditionally accept this Agreement and all policies incorporated herein by reference.

1. Eligibility & Onboarding

To register and sell on Gray Bulk, you must:

• Be a legally registered business entity in India — including private limited companies, limited liability partnerships, partnerships, sole proprietorships, or trusts — with valid supporting documentation.
• Hold a valid GST Identification Number (GSTIN) where your annual turnover or nature of supply mandates GST registration under Indian law.
• Possess valid trade licences, manufacturing licences, or regulatory permits applicable to the product categories you intend to list.
• Be at least 18 years of age if registering as an individual proprietor.
• Not have been previously suspended or permanently banned from Gray Bulk or any affiliated platform.

Gray Bulk reserves the right to verify your credentials, request additional documentation, and approve or reject seller applications at its sole discretion without being required to provide reasons.

2. Seller Obligations

As a seller on Gray Bulk, you agree at all times to:

• List only products you are fully authorised to sell and that comply with all applicable Indian laws, regulations, and standards (including BIS, FSSAI, Drug & Cosmetics Act, or any other applicable sectoral regulation).
• Maintain accurate, current, and complete product listings — including specifications, certifications, pricing, availability, minimum order quantities, and lead times.
• Fulfil all confirmed orders within the dispatch timeline declared in your listing. Failure to dispatch without prior written notice to Gray Bulk shall be treated as a breach of this Agreement.
• Maintain adequate inventory levels to support active listings. Listing products that are not in stock and cannot be fulfilled within the stated lead time is prohibited.
• Issue GST-compliant tax invoices for every transaction, accurately reflecting the HSN code, tax rate, and invoice value as per applicable GST provisions.
• Respond to buyer inquiries, clarification requests, and dispute communications within 48 hours of receipt.
• Ensure all goods dispatched are securely packaged to prevent transit damage, appropriately labelled, and accompanied by the necessary documentation (e-way bill where applicable, COA, test reports, etc.).
• Not engage in price manipulation, bid shielding, shill bidding, artificial inflation, or any deceptive trade practice in violation of the Competition Act 2002 or Consumer Protection Act 2019.
• Keep your banking, GSTIN, and contact details up to date on the platform at all times to ensure uninterrupted settlement processing.

3. Prohibited Products & Conduct

The following are strictly prohibited on Gray Bulk:

• Counterfeit, stolen, misappropriated, or illegally obtained goods.
• Products that infringe on third-party intellectual property rights, including trademarks, patents, copyrights, or design rights.
• Narcotics, psychotropic substances, and controlled drugs or their precursors not authorised for commercial trade.
• Hazardous chemicals, explosives, or radioactive materials without the requisite licences and with inadequate safety disclosures.
• Products that are banned, restricted, or require special licences under Indian law and where such licences have not been obtained.
• Any product or conduct that facilitates money laundering, tax evasion, or financial fraud.
• Misrepresentation of product origin, grade, quality certificates, or laboratory test results.
• Listing the same product under multiple accounts or creating fictitious buyer accounts to inflate sales metrics or ratings.

Gray Bulk may remove listings, suspend accounts, and report violations to relevant law enforcement authorities without prior notice where prohibited conduct is detected or suspected.

4. Platform Fees & Settlements

Gray Bulk charges a platform fee on transactions processed through the marketplace. Applicable fee rates are published on the Pricing page and are subject to change with 15 days' prior notice. All fees are exclusive of GST unless expressly stated otherwise; applicable GST will be charged in addition to the stated fee rate.

Settlements are processed to your verified bank account on a rolling T+2 basis following buyer confirmation of receipt. Gray Bulk reserves the right to withhold or delay settlement in the following circumstances:

• An active dispute or chargeback is pending resolution.
• Suspected fraudulent activity or policy violation under investigation.
• Your KYC documentation is incomplete, expired, or flagged by our compliance team.
• A court order, regulatory directive, or law enforcement request requires hold.

Settlement amounts are net of platform fees, applicable taxes, and any amounts owed to Gray Bulk. Detailed settlement reports are available through the seller dashboard.

5. Returns, Refunds & Disputes

Sellers are required to accept returns where:

• Goods delivered are materially different from the product listed or ordered (wrong product, wrong grade, wrong specifications).
• Goods arrive damaged, defective, or non-functional due to seller packaging failure.
• A quantity shortfall exists — i.e., fewer units were delivered than invoiced.

In accepted return cases, the full cost of return logistics and a complete refund to the buyer is the seller's responsibility. Refusal to cooperate with a valid return or dispute process will be treated as a breach of this Agreement and may result in forced refund from the seller's settlement balance. Gray Bulk's determination in any dispute, once communicated after reviewing evidence, shall be final and binding. For our full Shipping & Returns policy, please refer to the dedicated page.

6. Product Quality & Compliance

You represent and warrant that all products listed on Gray Bulk:

• Meet the quality standards described in your listing and any certificates, test reports, or samples provided to the buyer.
• Comply with applicable Indian Standards (IS), BIS certifications, FSSAI approvals, or other mandatory conformance requirements for the product category.
• Are accompanied by accurate Material Safety Data Sheets (MSDS) where required for chemicals, hazardous substances, or regulated materials.
• Are not past their shelf life, expiry date, or best-before date at the time of dispatch.

Gray Bulk reserves the right to conduct random quality audits and to request samples or documentation from sellers at any time. Non-compliance with quality standards may result in listing removal and account action.

7. Intellectual Property

By uploading product images, descriptions, technical documents, or any other content to Gray Bulk, you grant Gray Cup Enterprises Private Limited a non-exclusive, royalty-free, worldwide licence to display, reproduce, and distribute that content solely for the purpose of operating, promoting, and improving the marketplace. This licence survives the termination of your account solely to the extent necessary for Gray Bulk to retain historical records and comply with legal obligations.

You represent that you own or hold all necessary rights to the content you submit, and that such content does not infringe any third-party intellectual property rights. Gray Bulk will respond promptly to valid intellectual property infringement notices under applicable Indian law.

8. Data & Privacy

Gray Bulk collects and processes seller data in accordance with our Privacy Policy. Your business data, transaction history, KYC documents, and platform communications are stored securely and are not disclosed to third parties except as required by law or as necessary to process payments, fulfil orders, and operate the marketplace. You consent to Gray Bulk sharing necessary transaction details (business name, GSTIN, shipping address) with buyers and logistics partners solely for order fulfilment purposes.

9. Seller Performance Standards

Gray Bulk monitors seller performance on an ongoing basis. Sellers are expected to maintain:

• An order fulfilment rate of at least 95% of confirmed orders.
• A dispatch-on-time rate of at least 90% against stated lead times.
• A dispute rate (buyer complaints as a percentage of orders) below 3%.
• A buyer satisfaction score, where applicable, of at least 4.0 out of 5.0 on a rolling 90-day basis.

Sellers falling below these thresholds will receive a written performance notice and a 30-day improvement period. Persistent underperformance may result in listing restrictions, reduced visibility, or account suspension.

10. Off-Platform Transactions

Sellers must not solicit buyers met through Gray Bulk to transact outside the Platform with the intent of circumventing platform fees or buyer protections. Off-platform solicitation is a material breach of this Agreement and will result in immediate account suspension and forfeiture of any pending settlements. Gray Bulk may pursue legal remedies for revenue loss caused by off-platform diversion.

11. Account Suspension & Termination

Gray Bulk may suspend or permanently terminate a seller account for any of the following:

• Material or repeated breach of this Agreement.
• Listing or selling prohibited products.
• Persistent non-fulfilment of orders or poor buyer ratings.
• Provision of false, misleading, or fraudulent information during onboarding.
• Conduct that undermines the trust, integrity, or reputation of the marketplace.
• Failure to comply with a valid legal or regulatory direction.

Where possible, Gray Bulk will provide 7 days' notice of account suspension to allow the seller to respond. No notice will be given where immediate action is required to protect buyers or the platform from harm.

Upon termination, any outstanding settlements owed to the seller will be processed within 30 days after deducting applicable fees, chargebacks, refunds, and any amounts owed to Gray Bulk or to buyers. Gray Bulk reserves the right to retain a portion of the settlement balance for up to 90 days in cases where post-termination disputes or chargebacks are likely.

12. Indemnification

You agree to indemnify, defend, and hold harmless Gray Cup Enterprises Private Limited, its directors, officers, employees, and agents from and against any claims, liabilities, losses, damages, fines, or expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform in violation of this Agreement; (b) the products you list or sell, including any product liability or regulatory non-compliance; (c) your violation of any applicable law; or (d) your infringement of any third-party intellectual property or other rights.

13. Limitation of Liability

Gray Bulk operates solely as a marketplace facilitator and is not a party to the contract of sale between seller and buyer. Gray Bulk is not liable for product quality, fitness for purpose, delivery failures, or disputes arising directly from seller conduct or buyer conduct. To the maximum extent permitted by applicable law, Gray Bulk's aggregate liability to any seller — under any cause of action and regardless of the form — shall not exceed the total platform fees paid by that seller in the three calendar months immediately preceding the event giving rise to the claim.

Gray Bulk shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profit, loss of data, or loss of goodwill, even if advised of the possibility of such damages.

14. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, strikes, power outages, or internet infrastructure failures, provided the affected party notifies the other promptly and takes reasonable steps to resume performance.

15. Amendments

Gray Bulk may update this Agreement from time to time to reflect changes in law, Platform operations, or business policy. Material changes will be communicated via registered email at least 15 days before the revised Agreement takes effect. Continued use of the Platform after that date constitutes your acceptance of the updated terms. If you do not agree with the changes, you must cease using the Platform and notify us in writing before the effective date.

16. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Republic of India. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall first be attempted to be resolved amicably through good-faith negotiation between the parties. If the dispute is not resolved within 30 days of written notice, it shall be referred to arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996, with the seat and venue of arbitration in Bengaluru, Karnataka, and proceedings conducted in English. The award of the arbitrator shall be final and binding. Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

17. Entire Agreement & Severability

This Agreement, together with the Terms of Service, Privacy Policy, and Shipping & Returns Policy, constitutes the entire agreement between Gray Bulk and the Seller with respect to the subject matter herein, and supersedes all prior communications, representations, or agreements. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

18. Contact

For questions regarding this Agreement, seller onboarding, or compliance matters, please contact:

Gray Cup Enterprises Private Limited

FF122, Rodeo Drive Mall, GT Road, TDI City, Kundli, Sonipat, Haryana – 131030

CIN: U47211DL2025PTC457808  |  GSTIN: 06AAMCG4985H1Z4

Email: arjun@graycup.in

Email: office@graycup.org

Phone: +91 85279 14317