THE STANDARD VENDOR APPOINTMENT AGREEMENT FOR PRODUCTS TO BE SOLD THROUGH [WEBSITE]

Transcription

1 THE STANDARD VENDOR APPOINTMENT AGREEMENT FOR PRODUCTS TO BE SOLD THROUGH [WEBSITE] This Standard Vendor Appointment Agreement (the Agreement ) is by and between [NAME OF COMPANY] (that owns and controls the site )a company incorporated under the Companies Act, 2013, with its registered office located at (the Company ) and the vendor designated on the Signature Page ( Vendor ). 1. SCOPE The terms and conditions of this Agreement set forth apply to Vendor with respect to Vendor s sale, distribution and timely supply of goods and merchandise ( Products ) to a consumer ( Consumer ) through the Company s portal (the Site or Website ). Products include [SPECIFY]. This Agreement is effective as of the date this Agreement is accepted by Vendor (the Effective Date ) and applies to any shipment of Products made by Vendor to a Consumer the Effective Date. 2. EXECUTION OF AGREEMENT By execution of this Agreement, Vendor acknowledges its acceptance of the terms and conditions contained herein and represents and warrants that Vendor s execution and delivery of this Agreement to the Company has been duly authorized by all necessary corporate or other action on the part of Vendor. Vendor will promptly deliver an executed original of the signature page of this Agreement signed by a person of authority representing Vendor to the Company ( Company Representative ). 3. ORDER PROCESSING ON THE SITE The legal basis for purchase of Products shall be, from time to time, set forth in the order processed through the Website ( Purchase Order ). A Purchase Order may be transmitted by electronic data interchange ( EDI ), electronic format including facsimile and electronic mail, or in paper format. Vendors may, subject to approval of the Company and Consumer, sellprivate label goods to Consumers.

2 4. DELIVERY OF PRODUCTS Cost of distribution, including man power shall be borne by Vendor. If required, the vendor at its own cost shall have an insurance cover that provides for Products liability and completed operations insurance in respect of claims involving product misfit, breakage, damage, expiry, bodily injury or property damage arising out of or in connection with the Products. 5. PRODUCT REPLACEMENT POLICY In the event of any and all product require replacement or return that are either (i) agreed upon between Vendor and Consumer, or (ii) that are required (either by law or in the commercially reasonable judgment of Consumer) because the Consumer has reason to believe the Products are defective, dangerous, incomplete, expired, broken, defaced, damaged, worn-out, or are not in compliance with applicable laws or regulations, the Products will be returned to and / or exchanged by the Vendor at Vendor s expense. 6. PRICE INCREASE NOTIFICATION Vendor must deliver to the Company Representative written notice of any proposed price increases, excluding commodity products (e.g., perishable products and live goods), 1) a minimum of thirty (30) days prior to the effective date of such price increase with respect to general merchandise items, and 2) fifteen (15) days prior to the effective date of such price increase with respect to all other items. 7. ACCOUNTING POLICIES Vendor must provide to Consumer a separate invoice for each Purchase Order shipped. Each invoice must include the following: a) unique invoice number,b) Vendor name and address;c)complete address to which the product was shipped,d)net payment before cash discount;e)total shipped quantity and total invoiced quantity,f) invoice date on or after the ship date. 8. DELIVERY OF MERCHANDISE 8.1 Vendor should make all deliveries at designated receiving address provided by the Consumer only.if load is too large to fit in designated area, the vendor should make

3 alternate arrangements. Cash to the Vendor will be paid at the time of successful delivery of Products. 8.2 Packaging: - The Company will provide samples of packaging material ( Packaging Material ) in which the Products are to be delivered. Packaging Material shall be procured from Company approved / appointed package suppliers. Cost of procurement to be borne by the Vendor. 8.3 Vendor will comply with all reasonable ergonomic requirements established by Company and provided to Vendor, including but not limited to those pertaining to packaging weights, carton dimensions and handhold requirements. 9. ROUTING AND SHIPPING INSTRUCTIONS 9.1 Products should be delivered within 2 hours of finalization of order. Subject to the terms and conditions herein, Vendor shall endeavor to deliver Product with-in stipulated delivery time slot as selected by the Consumer provided on the Site, subject to successful availability of the Product(s). However, Vendor understands and confirms that the Company shall not be held responsible for any delay in shipment of Products. The Company, at its discretion, from time to time, may implement policies to compensate customers in case of inordinate shipment delays. 9.2 Vendor agrees that a Consumer can modify or cancel their order anytime up to the notification received by them about picking up of their order by calling Company s customer service or visiting the Site. Such inordinate abruption in the order shall not be liability of the Company. 10. REFUND AND REPLACEMENT 10.1 Vendor agrees to abide the following refund policy as applicable to Consumers: Any Product purchased from the Website can be returned to the Vendor within 48 hours except for the perishable products like, dairy, fruits, vegetables have to be returned on the same day as of the order User can also opt for refund of the amount paid for buying the Product by placing the Refund Order with the Company s call center by calling at which the Vendor shall honor.

4 10.3 In addition to the above if Consumer has purchased Products hereunder and Consumer returns any of the Products to Vendor due to any actual or alleged defect, or the Products in any way fails to comply with these Purchase Order, Consumer may tender back such Products to Vendor. Vendor will promptly accept such Products, pay all shipping and handling expenses and give full, unconditional credit or cash refund, at Consumer s option, for the cost of the Products. 11. INITIAL INVESTMENT BY VENDOR For smooth functioning, the Vendor agrees to purchase and install, within thirty (30) days from the date of signing this Agreement, at its own cost, the following equipment namely: Barcode; Printer ; Scanner; Internet connection; Telephone line; Weighing machine; and Smart phone with internet connection. 12. REPRESENTATIONS, WARRANTIES AND GUARANTEES By acceptance of the Purchase Order, Vendor makes the following representations, warranties and guarantees: a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, The Prevention of Food Adulteration Act, 1954, Food Safety and Standards Act, 2006 and any other applicable legislation from time to time, and are not adulterated or misbranded within the meaning of, any states food and drug law; are not articles that may not be introduced into interstate commerce. b. Each shipment or other delivery of Products is not misbranded or mislabeled, has been tested and approved by relevant statutory body. c. The Products comply in all material respects with all applicable Central and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the India, including any failure of a

5 Certificate of Compliance supplied by the Vendor or maintained on Vendor s internet accessible electronic platform to comply with applicable requirements. d. Products conform to the applicable flammability standards and meet all applicable occupational safety and health administration standards. e. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of any third party and comply with appropriate State and Central laws, rules and regulations. f. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Consumer are not discriminatory, nor in violation of the Competition Act, 2002 and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. g. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. h. Vendor is the lawful owner, retailer, supplier or distributor of the Products, has good right to sell same and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Company otherwise, it is not a broker of the Products. i. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. j. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. k. The representations, warranties and guarantees set forth in this Agreement are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Company s payment, acceptance, inspection or failure to inspect the Products. l. Vendor represents and warrants that Vendor and its contractors are not engaged in and will not engage in any labor practice in violation of the laws or regulations of the

6 country of manufacture or assembly of the Products involving unsanitary and/or unsafe labor conditions. 13. INDEMNIFICATION Vendor will protect, defend, indemnify and hold harmless the Company, its subsidiaries and affiliates, directors, employees, associates, officers, agents, contractors, successors and assigns from and against any and all claims and actions (including those in strict liability), demands, liabilities, losses, costs and expenses (including attorney s fees,) including, without limitation, liabilities arising from any actual or alleged injury to or death of any person, damage to any property, and any other damage or loss, whether monetary or otherwise, by whomsoever suffered, including Consumer resulting or claimed to result, directly or indirectly, from 1) the Products, including Consumer s purchase, use, shipment, storage, delivery, sale, offering for sale, or other handling of the Products, or 2) Vendor s actual or alleged breach of any of the representations, warranties, guarantees or other terms and conditions contained herein. In addition to the foregoing, if any of the Products purchased or any part thereof is alleged or held to constitute infringement, Vendor, at its own expense, will either (i) procure for Consumer, its successors, assigns, and customers the right to continue using such Products, (ii) replace the Products with non-infringing items or (iii) only if options (i) and (ii) are impracticable, refund the purchase price for the Products and pay all related expenses. As to any claim made against Company, Vendor expressly waives any insulation from liability or immunity from suit with respect to injuries to Consumers. It is further agreed and affirmed that Vendor will hold harmless Company from and against any claims made by any of Vendor s employees, contractors or representatives working in the course and scope of their employment by Vendor in relation to this Agreement. Further, Company will be held harmless from any worker s compensation liens incurred from Vendor s insurance carrier, third party administrator or self-administered, self-insured claims program(s). 14. TITLE AND RISK Unless otherwise indicated on the Purchase Order, title and risk of loss with respect to the Products will remain with Vendor until the Products have been delivered to and

7 accepted by Consumer, or an agent or consignee duly designated by Consumer, at the location specified on the front hereof. 15. PUBLIC ANNOUNCEMENTS Vendor will inform and obtain the prior written consent of Company prior to making any public announcement regarding services provided by, through press releases or otherwise, concerning its relationship with the Company. 16. GOVERNING LAW AND DISPUTE RESOLUTION 16.1 This Agreement, regardless of where executed, shall be subject to, governed by and construed in accordance with the laws of India. Courts in New Delhishall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement Any and all disputes or differences between the Parties hereto arising out of or in connection with this Agreement or its performance, including the breach, termination or invalidity thereof ( Dispute ), shall, as far as it is possible, be settled amicably through good faith consultation between the Parties. If a Party gives the other Parties notice that a Dispute has arisen ( Dispute Notice ), and after thirty (30) days of consultation (from the date of the Dispute Notice), the Parties have failed to reach an amicable settlement on any Dispute, such Dispute shall be submitted to final and binding arbitration in accordance with provisions of the Indian Arbitration and Conciliation Act, 1996.

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9 Signature page of the Standard Vendor Appointment Agreement for products to be sold through the Website dated in respect of [NAME OF COMPANY]. IN WITNESS WHEREOF, each of the above mentionedparties has executed this Agreement as of the day, month and year above first written. Company Vendor Name and Signature of Authorized Signatory Name and Signature of Authorized Signatory