This Agreement (hereinafter referred to as the “Credit Facility Agreement”) is executed at , on this 28 Day of Sep 2022 by and between;
XERAPHIN FINVEST PRIVATE LIMITED, a company incorporated under the Companies Act, 2013 having its registered office at 90/31B, First Floor, Malviya Nagar, New Delhi 100017, New Delhi, India and corporate address at Plot No.77-A, Building -1, Iffco Road, Sector 18, Gurugram, Haryana-122015 (hereinafter referred to as the "Lender" (which expression shall unless be repugnant to the context or meaning include its successors and assigns etc.,) of the FIRST PART;
Mr./Ms. _______ _______ an Indian inhabitant(individual), residing at/having its principal office/its registered office at ____________________________________________________________________________________ represented by hereinafter called the "Borrower(s)" of the SECOND PART;
The Lender and the Borrower shall hereinafter be referred to individually as “Party” or collectively as “Parties”.
DEFINITIONS AND INTERPRETATION
The following definitions apply throughout this Agreement unless otherwise stated;
- The term "Agreement" means this Credit Facility Agreement executed between the Lender and the Borrower and includes any annexure, schedules and/or amendment made therein duly signed by the Parties.
- The term "Account" means the account established by the Borrower with the Lender.
- The term "Borrower" means the person named as such in the Annexure-A attached hereto.
- The term “Collateral” means the property on which the Loan Facility/ies is provided by the Lender to the Borrower.
- The term "Effective Date” means the date of execution of this Credit Facility Agreement.
- The term "DTL" means Droom Technology Limited
- The Term "Event of Default" means in case the borrower defaults in payment to the Lender at any given point of time during the tenure of this Agreement.
- The term "Facility/ies" means the credit facility including token financing (BNPL)/RTO loan/Insurance loan etc. in the nature of Loan sanctioned to the Borrower by the Lender. (BNPL herein means “buy now pay later”).
- The term "Interest" shall mean the rate of interest chargeable on the Loan amount at the rate specifically mentioned in Annexure-A.
- The term “Lender” means means Xeraphin Finvest Private Limited providing Loan Facility to the Borrower.
- The term "Loan" means the Facility/ies amount disbursed by the Lender to the Borrower and includes principal amount, interest, additional interest and any other amount due and payable by the Borrower to the Lender as per the terms and conditions of this Credit Facility Agreement.
- The term "Person" shall include individual/body corporate/companies to whom the Facility/ies is being provided.
- The term “Pre-Payment” means the repayment of the entire Loan amount even before the maturity or otherwise than decided, in accordance with the terms and conditions contained herein for such Pre payment together with such charges as may be prescribed by the Lender from time to time.
- The term "Repayment" means the repayment of the principal amount of Loan, interest thereon and/or any charges, premiums, expenses, fees & charges or any other dues payable for the Facility/ies provided under this Agreement.
(In case of Token financing transaction, Borrower shall pay the Loan amount to Xeraphin and the balance amount to the Seller. However, the Buyer may choose to pay the entire Loan amount to the Seller on behalf of Lender and Seller would then settle this amount with the Lender (through DTL).
- The term "Seller" shall mean the Seller to whom the applicable Facility/ies amount (excluding token financing) shall be paid by the Lender on Borrowers behalf if specifically agreed and accepted between the Parties in writing.
In this Agreement, singular shall include plural and the masculine gender, the feminine or neuter gender.
Any expressions not defined herein, if defined with the General Clauses Act, 1897, shall carry the same meaning as assigned to it under the said Act.
- The Lender hereby agrees to make available to the Borrower and the Borrower hereby agrees to avail from the Lender, the Loan amount mentioned in Annexure-A in the manner and on the terms and conditions as stipulated in these present Agreement for the purpose as mentioned herein above. Pursuant to this Agreement, in case of token financing, the Lender would disburse the Loan amount to DTL as per the terms agreed between Lender and DTL.
- Once the applicable loan forms are submitted by the Borrower and is accepted by the Lender, the Borrower shall not be entitled to cancel the Facility/ies or refuse to accept disbursement of the Facility, except with the approval of Lender and payment to the Lender of such cancellation or foreclosure charges as may be stipulated solely by the Lender.
- The rate of interest applicable to the Loan as at the date of execution of this Agreement shall be the rate mentioned under Annexure-A of this Agreement.
- In the event the Lender reduces or increases the interest rate prior to the disbursement of the full Loan the applicable rate of interest shall be varied on weighted average basis with reference to the tranches disbursed / to be disbursed.
- The Lender shall be entitled to revise the rate of interest at any time and from time to time as per its policy, market conditions and/or applicable laws and regulations, if any, during the tenure of the Loan at its sole discretion. The Lender will endeavor to inform the Borrower about the variation in the interest in due course.
- The Borrower shall reimburse or pay to the Lender such amount as may have been paid or payable by the Lender to the Central or State Government on account of any tax levied on interest (and/or other charges) on the Loan by the Central or State Government. The Borrower shall make the reimbursement or payment as and when called upon to do so by the Lender.
All legal and out-of-pocket expenses incurred by the Lender in granting of this Facility/ies amount and any subsequent expenses incurred by the Lender thereto will be at the account of the Borrower.
The Loan is available to the Borrower for a period as mentioned in Annexure-A of this Agreement.
PAYMENT OF OTHER EXPENSES
The Borrower undertakes to pay forthwith on demand to the Lender, all costs and expenses (including legal costs between legal counsel and clients) on a full indemnity basis incurred and or to be incurred by the Lender for the preparation, execution, preservation, performance, enforcement and realization of the outstanding Loan amount, security cheques, documents for the Facility/ies as also any other instruments required in connection with the Facility/ies.
DETAILS OF DISBURSEMENT
The Loan amount can also be paid by the Lender directly to the Seller wherein the Borrower agrees to the same.
In case of token financing (BNPL), the Lender shall pay the Loan amount to Droom Technology Limited on Borrowers behalf after deducting the charges (if and as applicable) as per the applicable terms.
DELAY / DEFAULT IN PAYMENT
- No notice, reminder or intimation shall be given to the Borrower regarding his/her obligation and responsibility to ensure prompt and regular payment of interest to the Lender on the respective due dates.
- If the Borrower defaults in making payment of any instalments or any other amounts comprising the Borrower's Dues to Lender on the respective the Due Date(s), the Borrower shall be liable to pay further Interest at the rate as mentioned in Annexure-A to this Agreement on all such outstanding /unpaid amounts from the relevant due date till the date of payment of such entire amount. Such further Interest shall be in addition to any other charges, which the Borrower is liable to pay to the Lender in terms of these presents.
- In case the Borrower does not pay the token financing amount provided by the Lender directly to the Seller, the Lender shall have the right to recover the said Loan amount from the Borrower solely at the Borrowers cost and consequences.
PRE-PAYMENT OF THE LOAN
- The Lender may, in its sole discretion and on such terms as to pre-payment fees, etc. as mentioned in Annexure-A, which may be modified from time to time, permit acceleration of EMIs or pre-payment at the request of the Borrower. If permitted by the Lender, the Borrower shall give prior written notice of his/her intention to prepay the full amount or partial pre-payment of Loan and pay to the Lender such prepayment charges mentioned in Annexure-A attached hereto, subject to change at the sole discretion of the Lender from time to time.
- Save and except as mentioned hereinabove, the Borrower shall not be entitled to make any Pre-payment, If notwithstanding the above the Borrower pays any amount to the Lender before the due date, the Lender shall be entitled to appropriate the same in such manner as it deems fit. And the Lender will give the Borrower credit for the same only on due date following in the month next succeeding the Pre-Payment or when respective payment falls due and not before.
- In the event the Lender permits any Pre-payment, the Repayment annexure shall be altered by the Lender at the request of the Borrower and the Borrower shall accept and agrees to adhere to the altered Annexure-A. Such amended Annexure-A shall deem to be a part of this Agreement.
- In case of token financing, wherein the Loan amount is paid directly to Droom Technology Limited by the Lender on behalf of the Borrower, Droom Technology Limited has the right as agreed with the Borrower to deduct the said Loan amount along with interest and charges (if applicable) directly from the Seller payout for the settlement process.
- In the event wherein the Loan amount is paid directly to the Borrower by the Lender, the Borrower shall settle the Loan amount directly with the Lender along with interest and charges (if applicable).
The Borrower acknowledges that processing fee as mentioned in the Annexure-A has been paid by the Borrower and the same is non-refundable under any circumstances whatsoever including but not limited to decline / part disbursement / disbursement of the Loan amount.
The rights and obligations of the Borrower under this Agreement are not assignable to a third person, without the prior written consent of the Lender. The Lender shall be free to assign any of its rights, obligations and covenants under this Agreement to any third person/party with prior written notification to the Borrower.
The Borrower shall at all times (i) keep all licences, permits, necessary for the operation of its business in order and (ii) keep all of its assets which are useful in and necessary to its business in good working order and condition (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof.
- ENTIRE AGREEMENT: This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that are still in force between the Parties.
- AMENDMENTS: Any amendments to this Agreement, as well as any additions or deletions, shall be agreed in writing by both the Parties.
- APPLICABLE LAW & JURISDICTION: Whenever possible, the provisions of this Agreement shall be interpreted in such a manner as to be valid and enforceable under the applicable laws . However, if one or more provisions of this Agreement are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of this Agreement shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision, in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).
In case of any dispute between the Parties, the courts at Gurugram shall have exclusive jurisdiction in any/all matters thereof and the laws of Republic of India shall be applicable to the Parties.
- WAIVER:Any failure or delay by a party in exercising any right under this Agreement, any single or partial exercise of any right under this Agreement or any partial reaction or absence of reaction by a party in the event of a violation by the other party of one or more provisions of this Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that party's rights under this Agreement or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by a party, this waiver cannot be invoked by the other party in favour of a new failure, similar to the prior one, or in favour of any other kind of failure.
- FORCE MAJUERE: Neither party shall be liable for failure to perform under this Agreement (except for the payment of any amounts due herein) if such failure is due to causes beyond its reasonable control, such as, but not limited to, fire, flood, strikes, labour disputes or other industrial disturbances, (declared or undeclared) war, embargoes, blockades, legal restrictions, riots, insurrections, governmental regulations or the unavailability of means of transport.
- NOTICES: All notices and other forms of communication required under this Agreement must be in writing and delivered or sent to the receiving party (i) by hand through a reputable courier service, (ii) by email with a confirmation report, or (iii) by registered mail (return receipt requested) to the address indicated below:
To the Lender: Xeraphin Finvest Private Limited, Plot No.77-A, Building -1, Iffco Road, Sector 18, Gurugram, Haryana-122015
To the Borrower: ____________________________________________________________________________________
Any notice shall be considered to have been delivered to the receiving party's address on the date of delivery if delivered in person, upon confirmation if sent by email and 3 working days following the date of mailing if sent by registered mail.
- COST: Each Party shall bear its own costs (including lawyers’ fees, costs and expenses) for the preparation and negotiation of this Agreement.
- EXECUTION OF THE AGREEMENT: This Agreement is executed in separate copies, each of which is deemed an original and all of which taken together constitute one and the same agreement. The said Agreement can also be accepted online by the Borrower and the said acceptance by the Borrower shall constitute one and the same agreement. Translations into any language other than English may be made but are for the sake of convenience only, even when executed by one or both Parties.
IN WITNESS WHEREOF, the Parties have signed this Agreement in one or more counterparts as of the date first hereinabove set forth.
Name _______ _______
||Loan Amount: (in rupees)
|Loan Tenure (in months):
||Rate of Interest:
||A flat rate of 1.25% is applicable in case of token financing Facility provided by the Lender to the Borrower
|EMI: (in rupees)
||Number of EMIs:
|EMI Start Date:
||Penalty for delay in EMIs: