Partner warehouse terms

These terms explain how your warehouse sells its own stock to Vortex Solar for Vortex's customers to collect. They also say exactly how much Vortex pays you, when and how. The money points come first. You accept the terms by entering the code sent to your registered mobile.

1. 1. Who this is for

   1. 1.1These terms are between Vortex Solar, head office Lucknow ("Vortex"), and the business that joins as a partner warehouse ("you"). Vortex's full legal name and GSTIN are shown on the screen where you accept these terms. A partner warehouse is a GST-registered trader or distributor that keeps solar goods at its own godown or counter.
   2. 1.2You stay an independent business. You are not Vortex's employee, agent, franchisee or joint-venture partner. You cannot sign, promise or collect anything on Vortex's behalf.
   3. 1.3Your staff work for you, not for Vortex. You pay them, and you meet your own duties to them under the labour, PF, ESI and safety laws.
   4. 1.4The partnership is not exclusive. You may sell to anyone, and Vortex may buy from other warehouses, including its own.
   5. 1.5Vortex is building areas in Uttar Pradesh's big cities (Lucknow, Kanpur, Ghaziabad with Delhi, Meerut, Agra, Bareilly, Aligarh, Saharanpur, Prayagraj, Varanasi, Gorakhpur, Jhansi, Ayodhya). It is also building areas in Uttarakhand (Dehradun, Haldwani), Patna, Chandigarh, the rest of Haryana, Bhopal, Jabalpur and Gwalior. Being in one of these areas does not promise you any orders.
   6. 1.6In these terms, an "order" is a customer's confirmed order that Vortex fills from your stock. The "locked rate" is your rate for an item at the moment that order is confirmed. The "pickup code" is the 6-digit code Vortex gives the customer after full payment.
   7. 1.7A "hand-over" is giving an order's items to the collector against a confirmed pickup code. The "Wednesday settlement" is Vortex's weekly payment run to partners, held every Wednesday. A "working day" is Monday to Saturday, except public holidays.
   8. 1.8"In writing" includes SMS, WhatsApp and email sent to the registered numbers and addresses.

2. 2. Joining and verification

   1. 2.1To join you need a valid GST registration and a godown or counter in one of Vortex's areas. You need Tally, or other billing software that can save a CSV file (a simple spreadsheet file), and a computer that can run Vortex Connector during business hours. You also need a current account in the business's name.
   2. 2.2You apply with a code sent to your mobile. The area manager then checks that you are eligible and has a screening call with you.
   3. 2.3For KYC, each owner, partner or director gives a PAN and an Aadhaar with all but the last 4 digits hidden. Anyone who prefers not to use Aadhaar may give a passport, voter ID or driving licence instead.
   4. 2.4The business also gives its PAN and GSTIN, a cancelled cheque or bank statement for the business account, and a selfie. The area manager checks all of these by hand, and the names must match.
   5. 2.5You agree that Vortex may do a background check on the business and its owners. It uses public records and the references you give.
   6. 2.6Vortex may visit your godown during business hours, after giving at least 24 hours' notice. The visit is to see the premises, the storage and the counter.
   7. 2.7Vortex uses the personal details of your owners and contact people (KYC papers, selfie, mobile and bank details) only for four things: to check who you are, to send you orders, to pay you, and to follow tax and other laws.
   8. 2.8Vortex keeps these details while you are a partner, and after that only as long as the law requires. You may ask head office to show or correct them, or to delete what the law does not require Vortex to keep. Without KYC, Vortex cannot keep you as a partner.
   9. 2.9You accept these terms by entering the code sent to your registered mobile. This is a valid electronic contract under the Information Technology Act 2000. Vortex keeps a record of the version, date, time and mobile number.
   10. 2.10After a short training on the Connector, item matching, held items, the pickup code and invoicing, Vortex starts you on probation and tells you so in writing.
   11. 2.11If anything is missing, Vortex tells you what it is. Vortex may decline an application, and it tells you if it does. It never charges a joining fee.

3. 3. Your stock feed and how orders reach you

   1. 3.1Vortex Connector is a small program that runs on your computer. It reads your stock from Tally, or from a CSV file saved by any software, about every 10 minutes. It only reads and never changes your books.
   2. 3.2For each item it sends only your item code and name, the quantity, rate, MRP, unit and HSN (tax) code.
   3. 3.3Your rate must be your real selling rate to Vortex, before GST, for the unit shown. In Tally, enter it as the item's standard selling price. In a CSV file, it is the rate column. Show only new, saleable stock that you actually have.
   4. 3.4Each warehouse gets one secret feed key, which works like a password for the Connector. Keep it private. If it leaks, ask Vortex for a new key, because a new key stops the old one at once.
   5. 3.5Each of your items is matched once to a Vortex product in the same unit (pieces, metres or kg). Tell Vortex before you change an item's code, unit, make or model.
   6. 3.6If your feed has not updated for 2 hours, your items are not offered to customers until it updates.
   7. 3.7Vortex supplies each customer from the active warehouse nearest to them. If that warehouse is yours, an item is offered from your stock only when it is matched, your feed is up to date, and you show stock and a rate. Vortex does not promise any number or value of orders.
   8. 3.8When a customer's order is confirmed from your stock, Vortex tells you by SMS, WhatsApp or email. The notice gives the order number, the items and quantities, the locked rates and the last day for collection.
   9. 3.9A change to your rate in the feed applies only to orders confirmed after the feed shows it.

4. 4. Locked rate, held items and collection

   1. 4.1The rate in your feed when the customer's order is confirmed is locked for that order for 10 days from confirmation. It stays locked even if your rate goes up or down later.
   2. 4.2From the moment Vortex's order notice reaches you until those 10 days end, keep those items aside for that order. Do not sell them to anyone else.
   3. 4.3If you cannot supply a held item, tell Vortex as soon as you know, and within 2 hours at most. Vortex may then fill the order from elsewhere, and the hold on that item ends. If the item was already sold before the order notice reached you, it is not counted against you. Repeated failures are handled under "Standards, review and pauses".
   4. 4.4If the customer cancels before collection, Vortex tells you and the hold ends, with no charge to anyone.
   5. 4.5If the items are not collected within the 10 days, the lock and the hold end, unless you agree in writing to extend them. If the items are held again, the rate is your feed rate on the day the new hold starts.
   6. 4.6The customer pays Vortex in full before the pickup code is issued. The customer, or the installation team or transporter they send, collects the goods with that code on Vortex's behalf.
   7. 4.7Hand over only after the code is confirmed on Vortex's system for that order. This is done by Vortex's area team, or by any access Vortex gives you in writing. A photo, a forwarded message or a phone call is never enough on its own.
   8. 4.8If Vortex's system or area team confirmed the code, Vortex pays for the hand-over, even if the collector later turns out to be the wrong person. If you hand over without a confirmed code, the loss is yours.
   9. 4.9Hand over exactly the listed items, with the same product, make, model, rating and quantity. Do not swap anything, even for something "better", unless Vortex agrees in writing first.
   10. 4.10The collector checks the count and the outside condition at your counter. The collector then signs your copy of the invoice or delivery challan, or writes the pickup code on it. Ownership of the goods, and the risk in them, pass to Vortex at that hand-over.
   11. 4.11Keep your counter open during the hours you declared, and tell Vortex at least 24 hours before any planned closure. Charge the customer or collector nothing for loading or packing.

5. 5. Your price and how you are paid

   1. 5.1For each item handed over, Vortex pays you your locked rate (before GST) times the quantity, plus the GST shown on your tax invoice. Vortex pays you; the customer does not.
   2. 5.2Vortex adds its own % to your rate to set the customer's price. That price is Vortex's decision and is never more than the MRP in your feed. It does not change what Vortex pays you, and you never pay Vortex any commission.
   3. 5.3Neither side charges the other any listing, storage, holding or handling fee.
   4. 5.4Vortex buys only what a customer has confirmed and collected from you. There is no minimum purchase and no advance order, and nothing is paid for items that are not collected.
   5. 5.5Issue your GST tax invoice to Vortex at the locked rate when the goods are handed over, because GST law requires the invoice when goods leave your counter. Send Vortex a copy the same day, and within 2 working days at the latest.
   6. 5.6An invoice is correct when it matches the hand-over. It must have the right order number, items, serial numbers, quantities, locked rate and GST, and be made out to the GSTIN Vortex gave you for that order (see "Taxes and invoices").
   7. 5.7Vortex pays each correct invoice in the first Wednesday settlement after the day it receives the invoice. It pays by bank transfer (NEFT, RTGS or IMPS) to your verified business account and sends you the bank reference number (UTR). If that Wednesday is a bank holiday, Vortex pays on the next working day.
   8. 5.8If an invoice is not correct, Vortex tells you in writing what to fix, within 3 working days of receiving it. Vortex pays the corrected invoice in the first Wednesday settlement after the day the corrected invoice arrives.
   9. 5.9Vortex may hold back or deduct only these amounts: TDS (income tax that Vortex must cut and deposit in your name) where the income-tax law requires it; credit notes you have issued; the part of an invoice Vortex questions in writing, until that is settled; and the GST of an invoice missing from Vortex's GST records, as set out in "Taxes and invoices". Every amount held or deducted is shown to you in writing with the payment.
   10. 5.10Vortex may question part of an invoice, for a short count, a wrong item or a wrong rate. If it does, it still pays the undisputed part on time and gives you the reason in writing within 3 working days of receiving the invoice. The rest is settled under "Disputes".
   11. 5.11If a transfer fails or comes back, Vortex tells you. It pays the amount in the next Wednesday settlement once the bank details are correct.
   12. 5.12Your bank account is changed only after the area manager has checked the new account against a cancelled cheque or bank statement in the business's name. Payments wait until then. This protects you from fraud.
   13. 5.13If Vortex's record of a hand-over is missing, your invoice copy signed by the collector, or with the pickup code written on it, counts as proof.
   14. 5.14Vortex never pays in cash. Nobody at Vortex may ask you for money to get orders or payments. Report any such request to head office.
   15. 5.15If the MSMED Act 2006 gives you rights as a micro or small enterprise, nothing in these terms takes those rights away.

6. 6. Taxes and invoices

   1. 6.1Keep your GST registration valid, and tell Vortex at once if it is cancelled or suspended.
   2. 6.2Your tax invoice must show Vortex's name, the GSTIN Vortex gives you for that order, and the order number. For each item it must show the HSN code, name, quantity, locked rate and GST, plus the serial numbers of any panels, inverters and batteries.
   3. 6.3Where Vortex asks, the invoice shows the customer's site as the delivery ("ship-to") address. Make the e-invoice and the e-way bill wherever the law requires you to. Where the e-way bill is Vortex's job instead, the order notice says so.
   4. 6.4File your GST returns on time so that your invoice shows in Vortex's GST records. If an invoice still does not show after your return for that month was due, Vortex tells you in writing. Vortex may then hold back only that invoice's GST from your next payments, and pays it in the first Wednesday settlement after the invoice shows.
   5. 6.5Corrections and agreed returns are made only with a GST credit or debit note, never by changing the rate.
   6. 6.6Vortex gives you a TDS certificate whenever it deducts TDS. Each side pays its own income tax and other taxes.

7. 7. Goods, storage, safety and warranty

   1. 7.1Supply only new, genuine goods bought from the maker or its authorised distributor, in the maker's packing. Never supply refurbished, used, grey-market or fake goods.
   2. 7.2Hand over the maker's warranty card, manuals and papers with each item. Where the order asks for DCR panels (panels made with Indian-made cells), hand over only DCR panels, with the maker's DCR papers.
   3. 7.3Store goods as the maker says, dry and safe. Store batteries and other risky items as the law and fire-safety rules require.
   4. 7.4Keep your godown and counter safe for collectors: clear access, safe stacking, and safe loading of heavy items such as panels and batteries. Each side is responsible for the safety of its own people. The collector is responsible for the goods once they leave your counter.
   5. 7.5If an item is damaged or faulty at the counter, do not hand it over. Replace it from your stock, or tell Vortex at once.
   6. 7.6An item may not work when first switched on, or may be found damaged inside its sealed pack. If Vortex tells you about this within 7 days of hand-over, you replace the item free within 3 working days and make your own claim on the maker. Vortex returns the faulty item to you. This does not cover damage caused after hand-over, for example in transport or fitting.
   7. 7.7After those 7 days, warranty claims go to the maker under its warranty. You help by giving copies of invoices and papers.
   8. 7.8If any item you supplied turns out to be fake or not as invoiced, you replace it. You also repay Vortex's reasonable costs of putting it right, including removing and refitting it.

8. 8. Customers, data and confidentiality

   1. 8.1The customer details you see (name, mobile, site address, order and pickup code) are personal data under the Digital Personal Data Protection Act 2023. You handle them for Vortex, only to complete that order and to keep your tax records.
   2. 8.2Let only the staff who need these details see them. Keep papers locked away and computers protected by passwords. Never share or sell the details.
   3. 8.3Never use these details to contact Vortex's customers for your own sales. This does not stop you selling to anyone who comes to you on their own.
   4. 8.4Delete the details once the order and your tax records no longer need them.
   5. 8.5Keep pickup codes private. Never ask a customer for any other code or OTP sent to them.
   6. 8.6Tell Vortex within 24 hours if customer data is lost, leaked or misused, and help Vortex put it right.
   7. 8.7Keep Vortex's prices, its %, its customers, its systems and your feed key confidential.
   8. 8.8Vortex keeps your rates, stock, KYC and bank details confidential. It shares them only with staff who need them, with its tax and payment providers, or where the law requires. Vortex shows customers and collectors your business name, counter address, opening hours and phone number so that they can collect.
   9. 8.9These confidentiality duties last during the partnership and for 2 years after it ends. For customer data they last for as long as you hold any.

9. 9. Conduct, bribery, fraud and Vortex's name

   1. 9.1Never change, add to or argue about Vortex's price with the customer. Never take money from the customer for items in the order or for Vortex's price.
   2. 9.2Never give or accept money, gifts or favours to or from Vortex staff or another partner (an installer, solar expert or net-metering partner) in connection with Vortex orders.
   3. 9.3Never offer or give a bribe or favour to any government official, such as a GST, tax, police or DISCOM officer, in connection with Vortex's work. Report any demand for one to head office.
   4. 9.4Never make a fake or inflated invoice, a fake hand-over or a fake order. Never use someone else's code, feed key or login.
   5. 9.5Do not add items to a Vortex order, or sell extras at the counter as part of it. If the customer wants more, send them to Vortex.
   6. 9.6Do not persuade a Vortex customer to cancel and buy the same items directly from you.
   7. 9.7Never misrepresent the PM Surya Ghar subsidy or what Vortex offers. Never claim to be Vortex or to speak for it.
   8. 9.8Tell Vortex in writing, when you join and whenever it changes, if you or your family own or work with an installer, solar expert, net-metering partner or other solar seller.
   9. 9.9Use Vortex's name or logo only in the way Vortex approves in writing, and remove it when the partnership ends.
   10. 9.10Treat customers and collectors with courtesy, and follow the law, including labour, safety and anti-bribery rules.

10. 10. Standards, review and pauses

    1. 10.1You start on probation, and the area manager checks your first orders closely. Vortex tells you in writing when you join how long probation lasts. Once your orders have gone well, Vortex moves you to active and tells you so in writing.
    2. 10.2Vortex judges your work on four things: whether held items were there, whether hand-overs were exact, whether invoices were correct and on time, and whether your feed stayed up to date.
    3. 10.3The area manager calls you about every 14 days to go over your feed, your orders and any problems.
    4. 10.4If something goes wrong, Vortex first warns you in writing. The warning says what to fix and gives you at least 7 days to fix it, unless it is one of the serious breaches listed under "Ending the partnership".
    5. 10.5If problems repeat after a warning, Vortex may pause your items from customer orders. It tells you in writing why, and how long the pause lasts. A pause never stops payment for hand-overs already made. Orders already confirmed are either collected as normal or moved elsewhere, with no charge to anyone.
    6. 10.6You may ask head office to review a pause, and Vortex replies in writing within 7 days.

11. 11. Ending the partnership

    1. 11.1Either side may end the partnership with 30 days' written notice, without giving a reason.
    2. 11.2Vortex may pause you at once, with written reasons, for any of these: fake goods; handing over without a confirmed code; taking money from a customer; bribery or fraud; misuse of customer data; false KYC; loss of GST registration; the business closing or becoming insolvent; or the same failure repeated after a written warning that you did not fix.
    3. 11.3You may reply to such a pause within 7 days. Vortex considers your reply before it ends the partnership, and then tells you its decision in writing.
    4. 11.4You may end the partnership at once if Vortex has not paid a correct, undisputed invoice within 30 days of the Wednesday it was due, and you have reminded head office in writing.
    5. 11.5You may also end it at once if Vortex seriously breaks these terms and does not put it right within 15 days of your written notice.
    6. 11.6Orders confirmed before the end date are still honoured at their locked rates until they are collected or their 10 days run out. If Vortex ended the partnership for one of the reasons above, it may cancel open holds instead, with no charge to either side.
    7. 11.7Vortex pays every correct invoice for completed hand-overs in the normal Wednesday settlements, even after the partnership ends.
    8. 11.8When the partnership ends, Vortex stops your feed key and you may remove Vortex Connector. You stop using Vortex's name, and you delete customer data except what the law requires you to keep.
    9. 11.9The clauses on payment, taxes, warranty, data, confidentiality, responsibility for losses and disputes continue after the partnership ends.

12. 12. Responsibility for losses

    1. 12.1Each side is responsible for its own breach of these terms. Neither side is liable for the other's indirect losses or lost profit.
    2. 12.2You make good Vortex's direct losses, its reasonable costs, and any fine, penalty or customer refund Vortex has to pay, but only where they come from your own acts. That means your breach of these terms, goods you supplied that were fake or not as invoiced, your misuse or leak of personal data, your GST or tax default, or the acts of your staff.
    3. 12.3You are never responsible for what Vortex, its staff, a customer, a collector after hand-over, or another partner did.
    4. 12.4Vortex makes good your direct losses and reasonable costs that come from its own breach of these terms, its misuse or leak of your data, or the acts of its staff.
    5. 12.5A side that wants the other to make good a loss tells it promptly in writing, with the details. It also lets the other side help answer any claim by a customer or an authority.
    6. 12.6Apart from the cases in the next clause, each side's total liability to the other is limited. In any 12 months, it is no more than the total value, before GST, of the orders you handed over to Vortex in those 12 months.
    7. 12.7This limit does not apply to: Vortex's duty to pay correct invoices; fraud, bribery or deliberate wrongdoing; a side's own misuse or leak of personal data; fake or not-as-invoiced goods you supplied; taxes a side failed to pay or file; or anything the law does not allow to be limited.

13. 13. Disputes

    1. 13.1Please raise any dispute in writing, with the order number, within 30 days of the hand-over or settlement it concerns, so that it can be checked while records are fresh. Raising it later does not take away your rights under the law.
    2. 13.2A dispute with a customer or another partner about an order goes first to the people involved, for 72 hours. If it is not settled by then, Vortex mediates and gives both sides its view in writing.
    3. 13.3For a dispute between you and Vortex, you and the area manager try to settle it first, and then head office does, for up to 15 days in total.
    4. 13.4If it is still not settled, it goes to a sole arbitrator under the Arbitration and Conciliation Act 1996. The arbitrator is agreed by both sides or appointed under that Act. The seat is Lucknow, the arbitration is in English, and the arbitrator decides who bears the costs.
    5. 13.5Only the courts at Lucknow deal with urgent court orders while a dispute is running, and with enforcing an award.
    6. 13.6While a dispute is running, both sides keep to these terms, and Vortex keeps paying the amounts that are not disputed.
    7. 13.7Where the MSMED Act 2006 allows it, a registered micro or small enterprise may instead take a payment dispute to the MSE Facilitation Council.

14. 14. Changes to these terms

    1. 14.1Vortex may change these terms by giving you at least 15 days' written notice by SMS, WhatsApp or email. The notice shows the changes clearly and the date they start.
    2. 14.2Changes never apply to orders already confirmed. Their locked rates and payment terms stay as they were.
    3. 14.3Your own rate changes apply only to orders confirmed after your feed shows them. Vortex may change its own % at any time, but that never changes what Vortex pays you.
    4. 14.4If you do not agree with a change, you may end the partnership before the change takes effect, without serving the 30 days' notice.
    5. 14.5The current version and its date are always available to you. If you ask, Vortex gives you a copy of any earlier version you accepted.

15. 15. General

    1. 15.1These terms are governed by Indian law, including the Indian Contract Act 1872.
    2. 15.2Neither side is responsible for a delay caused by events outside its control, such as a flood, riot, government order or bank-wide outage. This applies only if that side tells the other quickly and does what it reasonably can.
    3. 15.3You may not transfer this partnership to anyone else without Vortex's written approval. Vortex may transfer it to a business that takes over its work, after giving you notice. You may then end the partnership at once.
    4. 15.4Notices to you go to your registered mobile and email. Notices to Vortex go to its head office in Lucknow or to the partner-notices email Vortex gives you. A notice counts as received when it is sent, unless the sender learns that it failed.
    5. 15.5Vortex explains any clause in Hindi if you ask, and may give you a Hindi translation, but the English text is the one that counts.
    6. 15.6These terms, together with the written details of each order, are the whole agreement. If any part is found invalid, the rest stays in force. Not using a right does not mean giving it up.

Version 2026-10-11. You accept these terms when you apply, by typing the code sent to your mobile. Any change is a new version, told to you at least 15 days before it applies; rates change for new work only. Fingerprint d2e469b310ef0009.