This Terms of Sale and Purchase agreement (“Terms”) is entered into by and between the Seller and the Buyer (collectively referred to as the “Parties” and individually as a “Party”) for the sale and purchase of certain equity shares of a company at such price (“Purchase Price”) and quantity as mutually agreed upon and specified in the Deal Sheet (“Transaction”).

The Parties hereby designate Mitcon Credentia Trusteeship Services Ltd, a SEBI-registered trusteeship company, to act as an escrow agent for the Transaction (“Trustee”). Further, the Parties agree to consummate the Transaction via the online platform of Polemarch, accessible at www.polemarch.in (“Platform”).

1. CONSUMMATION OF THE TRANSACTION

1.1 Purchase Price

The Buyer shall pay the Purchase Price in accordance with these Terms and as prescribed on the Platform. The Purchase Price shall be credited to the Seller’s account upon successful transfer of the shares.
The Buyer affirms that:

• The Purchase Price is fair and represents the market value of the shares.

• Independent due diligence and valuation have been conducted.

• Funds used are from legal and lien-free sources.

• Applicable tax withholding shall be the Buyer’s responsibility as per law.

Each Party shall ensure their respective tax and regulatory compliance, including but not limited to filing tax returns and disclosures as required by relevant authorities.

1.2 Closing Actions

• The Seller shall initiate the transfer of shares via DIS, e-DIS, or the CDSL Easiest/NSDL Speed-E system.

• The Seller shall confirm the debit of shares from their demat account by uploading proof (e.g., depository email or broker confirmation) on the Platform.

• The entire process shall be executed in a time-bound manner as per Platform timelines.

1.3 Remote Closing

The Parties agree to complete the Transaction remotely through electronic documents and e-signatures. The closing events shall be deemed to have occurred simultaneously, and no action shall be considered complete unless all relevant actions under this Clause and the Platform process are fulfilled.

Upon successful consummation, the shares shall be transferred to the Buyer free and clear of any liens or encumbrances.

2. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that:

• They have full legal authority to enter into and perform obligations under these Terms.

• These Terms constitute a legally binding agreement.

• The Buyer has sufficient liquid funds for the Transaction and is not a Competitor of the Company (defined as any person/entity offering similar products/services or intending to do so).

• No litigation or proceedings are pending or threatened that would impair their obligations under this agreement.

• Performance under these Terms does not conflict with any legal obligations or contracts.

3. COVENANTS

• The Parties shall take all actions necessary to fulfill their respective obligations.

• Each Party shall secure all internal/external approvals (including corporate approvals, if applicable).

• The Parties confirm there are no existing contractual arrangements restricting their right to transact in the Shares.

• The Parties acknowledge Section 58 of the Companies Act, 2013, regarding the Company’s right to refuse transfer for “sufficient cause.”

4. DELAY IN PAYMENT ON NON-BUSINESS DAYS

If a payment due date falls on a non-business day (Saturday, Sunday, or a day when banks, depositories, or participants are closed), the payment shall be made on the next Business Day.

5. TENURE AND TERMINATION

These Terms shall remain valid unless terminated as per Platform procedures.
Termination shall be automatic if the Transaction is not consummated.
Upon termination, neither Party shall have any further obligations to each other, except those accrued before termination.

6. ROLE OF THE PLATFORM

I. Platform’s Role

• The Platform (i.e., www.polemarch.in) serves solely as a facilitator and neutral online venue for executing spot delivery contracts.

• Polemarch is not a party to the Transaction, nor does it influence terms or valuations.

II. Limited Liability

• All communication related to the Transaction shall be routed through the Platform or its authorized representatives.

• The Platform shall not be liable for:

  • Non-performance by either Party,

  • Any act done in good faith,

  • Mistakes in fact or law,

  • Fiduciary obligations or duties to either Party.

Each Party agrees that no fiduciary relationship exists between them and the Platform.

7. STAMP DUTY

Stamp duty applicable to this Transaction shall be borne solely by the Seller.

8. GENERAL TERMS

• Each Party shall bear its own costs and professional expenses related to this Transaction.

• If any part of these Terms is held unenforceable, the remainder shall continue in full effect.

• These Terms bind the Parties and their successors and permitted assigns.

• These Terms constitute the entire agreement and supersede all previous oral/written agreements related to the Transaction.

• The Parties agree that any ambiguity shall not be interpreted in favor of or against any Party.

Governing Law: These Terms shall be governed by the laws of the Republic of India.
Jurisdiction: Exclusive jurisdiction shall lie with the competent courts of Delhi.

NOTES & ADDITIONAL CONDITIONS:

• Users must comply with all guidelines, undertakings, disclaimers, and timelines provided on the Platform.

• Non-adherence to Platform timelines may result in transaction failure or cancellation and liability for Platform fees by the defaulting Party.

• The Transaction process may be modified by Polemarch from time to time for:

  • Regulatory compliance,

  • Risk reduction,

  • Operational efficiency,

  • Enhanced user experience.

• The Purchase Price is exclusive of Platform fees, which shall be billed separately and paid in accordance with Platform rules.