Vendor Agreement
This Vendor Agreement (hereinafter termed as “The Agreement”) is made and entered into on at
Between:
its registered office at , (hereinafter referred to as the Buyer ), which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART
And:
having its principal place of business located at (hereinafter referred as “Vendor”), which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the SECOND PART
WHEREAS, the buyer is providing services for the distribution of
WHEREAS, the vendor agrees to provide a recurring shipment of products to the Company as per the requirement as mentioned in this agreement, for distribution of its constituents by the Company.
WHEREAS, this agreement is being entered into to lay down the terms, conditions and obligations of the Vendor towards the buyer.
WHEREAS, each party is duly authorized and capable of entering into this Agreement.
NOW, THEREFORE, in consideration of the above recitals, the Parties hereby agree as follows:
1.
The Vendor is aware that the head office of is located in .
2. Scope of the Agreement:
The Vendor agrees to operate within the Scope of the following terms and conditions laid down:
2.1
The vendor is to deliver the specific amount of mentioned within the agreement accurately and no discrepancy must be observed while conducting this.
2.2
The Vendor agrees that all products delivered by them are in pristine condition and no damaged products will be delivered to the Buyer. If in the event any damaged products are found, reductions of the same will be made in the next shipment received. Both Parties agree that this will be mentioned in the invoice given to the Vendor.
3. Requirement of Products:
3.1
The Vendor undertakes to sell the buyer and the buyer undertakes to buy from Vendor goods that have been mentioned in Schedule 1 attached to this agreement.
3.2
The Buyer undertakes to buy the goods (hereinafter referred to as ‘said goods) at the Price mentioned in Schedule 1 attached to this Agreement.
3.3.
Both Parties agree to intimate the Vendor on a timely basis for requirement of products through the inventory management system/ purchase order and an invoice for the same will be sent to the Vendor.
4. Logistics:
4.1
The Vendor agrees to send the said goods in the fastest mode of transport available during the time.
4.2
The Vendor agrees to keep the said goods intact and in good condition while in transit and agrees that if any damage occurs during transit, it will be the responsibility to either pay for stock that was damaged or else to replace the stock with brand new stock.
5. Financial Matrix:
5.1
Both Parties agree to the payment schedule set forth in Schedule 1 of this Agreement.
5.2.
The Buyer agrees to pay to the Vendor through a centralized payment method. Each stock of said goods will be paid for separately and an invoice will be made to the company or pharmacy specified by the Buyer.
5.3
Both Parties agree that if any stock of said goods are damaged, expired or in any unacceptable condition, the Buyer has the right to refuse payment for the same. Both Parties also agree that the Vendor shall be responsible for reimbursing the buyer with a new stock of goods if such an issue persists.
5.4
The Vendor agrees to transfer the GST input at the end of every month to the Buyer and agrees to follow all legal compliances with relation to sale of goods.
6. Validity:
6.1
The parties agree to the time period until which this Vendor’s Agreement will be in effect. This Vendors Agreement shall commence from and shall end on .
6.2
Both parties agree that this Vendors Agreement will be amended as per amended section mentioned in the Agreement.
6.3
The Vendors Agreement will be valid till the date mentioned in clause (6.1). Both parties must either agree to renew the Vendors Agreement or Terminate the contract completely. A minimum of 30 days must be given as a notice period before performing either act (Renewal or Termination).
7. Termination of Services:
7.1
Both Parties agree that, termination of services will be executed if:
A. The Vendor does not hold the rights and appropriate licenses to sell the products to Companies.
B. The Vendor consecutively delivery low grade, damaged, or faulty goods to the Buyer.
C.
The Vendor consecutively and purposely dalys the order for non genuine reasons.
8. Limitation of Liability:
The buyer agrees to buy stock of products at wholesale price and will be sold for retail prices to the masses.
9. Rights and Obligations of Vendor:
9.1
The Vendor will be provided payment on a fixed date and no delays shall be made while doing payments.
9.2
In the case of Natural calamities, or any natural cause which is out of the Company or Vendor’s hand, exceptions can be made to accommodate the request of the Vendor.
9.3
Vendors shall be solely responsible for the quality, quantity, merchantability, guarantee, and warranties in respect of the products. The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.
9.4
The vendor represents and warrants that it, or its distributors, currently possesses all the licenses, certifications, and accreditations required to perform and deliver off-grid products to any location where its products are distributed. Vendor shall inform customers of the nature and consistency of the products and shall give customers appropriate warnings in relation to any health and safety concerns or handling of hazardous risks.
9.5
The Vendor warrants and represents that it is an authorized business establishment and holds all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into the present agreement with the Buyer. It is the Vendor’s sole responsibility to ensure compliance with every applicable existing and/or future laws of the Republic of India, that may require any kind of compliance.
9.6
The Vendor warrants and represents that it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the buyer and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
9.7
The Products offered by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has to furnish a no objection certificate from the owner/manufacturer of the Products for the sale thereof.
9.8
The product shall be authenticated in nature in terms of brand name, specifications, images and costing of the product. The description of the product shall be done by the way of text descriptions, images or videos. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.
9.9
Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party.
10. Rights and Obligations of Buyer:
10.1
The Buyer shall be provided on time delivery of products purchased from the Vendor. Delay in delivery will not be tolerated by the Buyer.
10.2
The Buyer shall receive only the top grade quality products from the Vendor. The Vendor shall ensure that, no expired products will be provided to the Buyer under any circumstances.
11. Correct Information:
The vendor acknowledges and undertakes that when asked for any information, they would provide correct information in good faith. Failure to provide correct information, or deliberately providing incorrect information can lead to termination of the contract. The vendor also acknowledges that such furnishing incorrect or incomplete or false information may give rise to damages if they arise.
12. Non Disclosure:
12.1
A vendor undertakes that they would not, under any circumstances except those prescribed by the law, disclose any of the Confidential information.
12.2
The vendor has a responsibility to keep the contractual details of this contract which include rates and payment details and other “Confidential Information” that they may have access to, confidential.
12.3
Any breach of this contract may give rise to damages and other liabilities that includes termination of the contract.
12.4 .
The obligations under this clause shall survive and the Vendor shall be bound by the obligations under this clause even after the termination of this Agreement or severance of any other clause hereunder.
. 13. Indemnity Clause:
The vendor hereby agrees to indemnify, defend, or save harmless the Buyer in case of any liability, claim, actions, legal suits, petitions, damages or losses, expenses or liabilities that may arise as a result of any direct or indirect action undertaken by the vendor. These actions may include any kind of Civil wrong, Criminal offense, Tax liability, Breach of duty towards customers, Non-Delivery of goods, Delivery of sub-standard quality of goods, Breach of Commercial Duty towards Consumer, Payment issues with customers, Refund to customers, breach of contractual obligation towards customers etc. If any such action leads to a liability of the Buyer then the Vendor agrees to refund and/or make good any such loss that may be incurred by the buyer.
14. Amendments:
Any amendment to this Agreement shall be made in writing and signed by the Parties hereto. Each and every amendment to this document must be made with the mutual consent of both parties.
15. Enforceability:
If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable. All non-enforceable or invalid parts of this document must be rectified through mutual consent by the parties.
16. Construction:
This Agreement shall be construed and interpreted in accordance with the internal laws of India.
17. Relationship Between the Parties:
It is expressly agreed that the Party of One Part and Party of the Other Part are acting under this agreement as independent entities, and the relationship established under this Vendor’s agreement shall not be construed as a partnership. Neither Party is authorized to use the other Party’s name, trademark, copyright or any intellectual property in any way, to create any obligation or liability, expressed or implied, on behalf of the other party, without the prior written consent of the other Party. Neither Party shall have, nor represent itself as having, any authority under the terms of this Vendor’s Agreement to make agreements of any kind in the name of or binding upon the other Party, to pledge the other Party’s credit, or to extend credit, or to extend credit on behalf of the other Party.
18. Arbitration and Conciliation:
If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one Party hereto has been legitimate, both Parties hereto shall endeavor to settle such dispute amicably. If the Parties fail to bring about an amicable settlement within a period of thirty (30) days, either Party to the dispute may give ten (10) days notice of invocation of dispute settlement to the other party. The Parties hereto shall submit to such, a mediation award which will be enforceable in the court of law.
19. Electronic Execution: These Terms & Conditions are being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of these Terms and Conditions merely on the grounds that these Terms and Conditions are being executed electronically. For the aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed..
This Agreement shall commence on date and remain in effect until the project assigned to the Vendor has been completed.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties.
IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this .
In the presence of witnesses….
The Buyer:
Authorized Signature
Witness Signature
Vendor:
Authorized Signature
Witness Signature
Schedule 1