Explore a world of wholesale brands
Explore a world of wholesale brands
1. Overview
Thank you for your interest in becoming a brand on the India Carnival wholesale online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Brand Terms of Service (“Brand Terms”), the terms “India Carnival,” “us,” and/or “we” refer to India Carnival Wholesale, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Brand. These Brand Terms, along with India Carnival’s Terms of Service (“General Terms”) and Privacy Policy, govern your sale of products as a Brand through the Services. These Brand Terms reference and link to various India Carnival policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Brand Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Brand Terms, the word “include” or “including” means “including, but not limited to”.
2. Key Definitions
“Brand” means a seller who offers to sell and/or sells its products to Retailers through the Services. The term “Brand” also includes “Distributor” and “Wholesaler” as defined below.
“Distributor” or “ Wholesaler” means a seller who offers to sell and/or sells a third party brand’s products to Retailers on the Services under express, valid and continuous authorization from such third party brand.
“Retailer” means a buyer who purchases products through the Services for the purpose of resale.
3. Account Registration – Brand Account
Brand Account. To sell products through the Services as a Brand, you must submit the application form to become a brand and be approved by India Carnival for an account (“Brand Account”), as further set forth in the General Terms. By accepting these Brand Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety, and if you are a Distributor/Wholesaler, proof that you have the necessary rights from applicable third party brands whose products you seek to distribute on the Services) during the Brand application process (as detailed in the General Terms), you authorize India Carnival and its affiliates and payment processors to settle and disburse funds to you and on your behalf, and on behalf of any third party brands whose products you seek to distribute on the Services. India Carnival will use good faith efforts to review your application to become a Brand as soon as possible. You acknowledge that India Carnival is only able to accept a limited number of Brands at any given time, and that India Carnival is not obligated to accept you as a Brand. You hereby release India Carnival from any liability regarding the acceptance process.
Wholesale Relationships. India Carnival understands that Brands have sales representatives in certain territories. If you have such sales representatives, India Carnival will work with you to block off certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To initiate geographical blocking, you will need to contact us.
Distributors. If you intend to distribute a third party brand’s products on the Services, you must obtain express written consent from the applicable third party brand. Such consent must include all relevant third party brand details (including, without limitation, brand name, products to be sold, and relevant contact information), all of which India Carnival requires for legal and quality purposes. As a Distributor, you acknowledge and agree that a third party brand may in its discretion choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a Distributor.
4. Onboarding
Shop Page. Each Brand has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Shop Page”). India Carnival will create and design your Shop Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion, except that such self-onboarding features do not apply to Distributors unless otherwise authorized by India Carnival in writing in its sole discretion). You agree that India Carnival may adjust, edit or remove Content you submit in order to comply with India Carnival’s internal specifications and requirements. India Carnival reserves the right to approve the final look and feel of your Shop Page in its sole discretion. To have India Carnival create your Shop Page, you must provide a catalog file, high resolution photography (product and lifestyle) in accordance with India Carnival’s photography guidelines, and your minimum order number, all described below. India Carnival may ask for additional information as needed. As soon as your Shop Page is created, India Carnival will send you an activation email.
Catalog File. As part of the onboarding process, you are required and agree to submit to India Carnival a catalog file of your entire and complete wholesale product catalog containing the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive. The catalog must be in accordance with India Carnival’s Product Guidelines.
High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with India Carnival’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by India Carnival, and India Carnival will select the best quality and most appropriate photographs for your Shop Page. India Carnival reserves the right to reject content that violates India Carnival’s guidelines or these Brand Terms.
Order Minimums. You may set minimum order quantities for your products on a region-by-region basis. If you wish to have minimum order quantities, you agree to provide India Carnival with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Shop Page.
Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. India Carnival reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Shop Page for the purpose of informing Retailers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Brand Account settings.
5. Content License, Representations and Warranties
License. In connection with your use of the Services, you hereby grant to India Carnival a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of India Carnival’s advertising, marketing, publicity and other initiatives and events. India Carnival does not claim any ownership rights in any of your Content and nothing in these Brand Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that India Carnival may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to India Carnival the rights in such Content as contemplated under these Terms (including, without limitation, all rights, licenses, consents and releases from applicable third party brands if you are a Distributor); and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by India Carnival or a Retailer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. India Carnival takes no responsibility and assumes no liability, and you hereby release India Carnival from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify India Carnival per the terms of the Indemnification section herein.
6. Product Listing and Compliance
Product Listing. India Carnival requires each Brand to list their entire wholesale catalog, unless otherwise agreed in writing by India Carnival, and provide a description for each product. India Carnival reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Brand's available products will at all times comply with India Carnival’s Product Guidelines regarding prohibited products.
Maximum List Price. India Carnival has a maximum price for products listed on the Services. Please visit for India Carnival’s current policy.
Product and Content Compliance. All products made available on India Carnival, and related Content, must meet India Carnival’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by India Carnival’s Product Guidelines and to refrain from making available any prohibited products identified in India Carnival’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third party brand(s). You acknowledge and agree that India Carnival is not responsible for determining whether you meet the above requirements, you hereby release India Carnival from any liability with respect thereto and agree to indemnify India Carnival as set forth in the Indemnification section set forth below. Failure to comply with India Carnival’s Products Guidelines may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion.
7. Product Pricing
Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region. Product prices on your Shop Page must be displayed exclusive of GST.
Price Audits. You acknowledge and agree that India Carnival may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, India Carnival may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, India Carnival reserves the right to temporarily suspend or permanently terminate your Brand Account.
8. Title, Returns, Promotions
Returned Products. For products eligible for return, India Carnival takes title to all products returned by a Retailer, subject to its return policies.
9. Commissions, Payment Processing Fees, and Payout Schedules
Acceptance of Terms. By accepting these Brand Terms, you acknowledge and agree to the Commissions and, Payment Processing Fees(as defined in this Section), calculations, other identified costs, and payout schedules set forth below. You agree and authorize India Carnival and/or its payment processors to deduct all Commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account as designated by you through your India Carnival account. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third party brands whose products you distribute on the Services.
Commissions
(i) Except as explicitly stated in these Brand Terms, India Carnival charges Brands the following commission(s) (the “Commission” or "Commissions") on orders placed through the Services (at times referred to as the India Carnival “marketplace”):
For opening orders (i.e., the first order from a Retailer), the Commission charge is 10% of the Order Subtotal (as defined below)
For reorders (i.e., subsequent orders from a Retailer), the Commission charged to a Brand is 10% of the Order Subtotal.
Calculation. Commissions are calculated based on the dollar amount of the Order Subtotal. Any items that a Retailer marks as damaged, missing, or otherwise defective are deducted from the payout of the order (India Carnival does not receive a commission on these items). If you send a replacement for a damaged, missing, or defective item, India Carnival will pay you for the invoiced cost ocf the replacement item.
Taxes. All of India Carnival’s fees (including Commission and Payment Processing Fees) are exclusive of taxes,
5. Shipping - Costs, Lead Times, Shipping Providers, Damaged Products
Tracking Number. If you ship on your own account, you will be asked by India Carnival for, and you agree to provide within your account, tracking information for each order and if an order is shipped in multiple packages, you agree to provide tracking numbers for each package.
Damaged or Missing Products. Retailers are responsible for reaching out to you through the Services to try to resolve issues relating to damaged or missing items in an order. India Carnival will notify you if a Retailer reports to India Carnival directly that a product is damaged or if an order is missing items. India Carnival will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue. If you have shipped on your own account, you alone are responsible for making a claim with your shipping provider. You hereby release India Carnival from any liability with regard to any damaged or missing items. India Carnival reserves the right to deduct payouts or charge the bank account or any payment method we have on file associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with India Carnival, but we reserve the right to reject any dispute/claim created by you about the charge.
You are responsible for ensuring the customs-related information you provide to India Carnival or otherwise list on the Service is accurate, including but not limited to country of origin and shipping location, and compliance with tariff-related treaties such as the USMCA
11. Inventory, Orders, Recalled Products
Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your Brand Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).
Orders. India Carnival will send you an email each time a Retailer places an order for your products. Your Brand Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Repeated order cancelation may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion.
Right to Refuse. You have the right to refuse any order by a Retailer for any reason. Repeated refusal may impact your visibility and search placement within the Services to Retailers.
Recalled Products. You agree to immediately inform India Carnival if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
No Circumvention. Once an order has been placed through your Shop Page by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent India Carnival’s process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. India Carnival reserves the right to deactivate or terminate your account if you fail to abide by these terms.
Pause Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Shop Page for up to 12 weeks at a time using “Pause Mode” found in your Brand Account tab. You will still be able to access your Brand Account and we encourage you to fulfill any orders you have already accepted while on “Pause Mode.”
12. Commitment to Quality and Service
Minimum Standards. Brand and Retailer satisfaction is of utmost importance to the long-term health and success of the India Carnival community. Accordingly, Brands are subject to the following minimum standards in connection with the Services:
To accurately list and describe available products on your Shop Page;
To comply with any governmental guidelines related to product labeling;
To timely accept or cancel an order from a Retailer;
To timely fulfill and ship orders to Retailers using a reputable shipping provider;
To promptly and effectively respond to Retailer inquiries; and
To promptly resolve missing or damaged orders with a Retailer.
Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Brand’s minimum standard requirements, India Carnival will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help us to determine whether you are meeting India Carnival’s expectations on delivering a great experience for the Retailers. Such metrics also include:
Accuracy of product listings;
Catalog completeness;
How often your shipments are later than the expected shipping date;
How often you provide a valid tracking number;
How long it takes you to accept or cancel new orders;
How often your orders are reported as damaged or missing products:
How often your products are on backorder, returned or canceled;
How promptly and effectively you respond to Retailer inquiries; and
How promptly and effectively you resolve missing or damaged orders with a Retailer.
13. Promotion; Email and Marketing Tools
Unless you opt out as set forth below, India Carnival may feature certain Brands, products and Content at the top of their respective category, on India Carnival’s landing pages, in advertisements, email, social media accounts or in any other channels or media in its discretion. India Carnival may choose to bid on a Brand’s brand names and keywords relating to the Brand’s products in advertising products and may create SEO optimized pages or campaigns for Brand brands. India Carnival shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please contact us.
14. Product Liability Insurance
All Brands are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on India Carnival in such amount as is reasonable and customary for companies of comparable size and activities. India Carnival reserves the right to request proof of such insurance coverage and other relevant information at any time.
16. Indemnity
You agree to defend, indemnify, and hold India Carnival, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Brand Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.
17. Prohibited Uses
India Carnival will have the right to investigate and prosecute violations of these Brand Terms to the fullest extent permitted by law. India Carnival may involve and cooperate with law enforcement authorities in prosecuting users who violate these Brand Terms. You acknowledge and agree that India Carnival has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Brand Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that India Carnival, in its sole discretion, considers to be in violation of these Brand Terms or otherwise harmful to the Services. India Carnival reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if India Carnival suspects illegal activity may be taking place.
18. Termination
If you breach any of these Brand Terms, India Carnival will have the right to temporarily suspend or permanently terminate your Brand Account, your eligibility to participate in any programs (including India Carnival Direct) or promotions offered by India Carnival, and/or terminate these Brand Terms and/or the General Terms, in its sole discretion and without prior notice to you. India Carnival reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event India Carnival terminates these Brand Terms or your Brand Account for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with India Carnival at any time by contacting us or as otherwise indicated in your Brand Account portal. India Carnival will take down your Shop Page as soon as practicable and will close your Brand Account once there has been an accounting of all monies due and owing. In the event of any termination of your Brand Account, all program benefits or other promotional incentives accrued or earned by you or related to your Brand Account will cease or otherwise be canceled.