Articles

 

 

(Note: First page printout on Rs.100 bond paper and other page on normal paper)

 

 

SUPPLIER AGREEMENT

This Supplier Agreement (the “Agreement”) is entered into as of this ____ day of June 2021 (the “Effective Date”)

 

BY AND BETWEEN

 

__________________, a company having its registered address at _____________________________ and PAN _____________, IEC _______________ and GSTIN _________________ (the “Merchant Exporter”)

 

AND

__________________, a company having its registered address at _____________________________ and PAN _____________, IEC _______________ and GSTIN _________________ (the “Supplier”). The Merchant Exporter and the Supplier are hereinafter collectively referred to as “Parties” and individually as a “Party”.

 

WHERAS:

1. Merchant Exporter deals in the export of goods;
2. Supplier deals manufacturing and supply of [define the business].
3. The Merchant Exporter desires to engage the Supplier for manufacturing and supply of goods on behalf of the Merchant Exporter and the Supplier is willing to provide the desired service to the Merchant Exporter at the consideration and terms as set out in this Agreement.

 

NOW, THEREFORE, in consideration of the promises and the other covenants and conditions contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties therefore agree as follows:

1. Contract Manufacturing Terms

1. Supplier will manufacture and supply the goods a required by the Merchant Exporter.
2. Raw materials like _________ will be supplied to the Supplier by the Merchant Exporter at the time of order conformation for processing.
3. Merchant Exporter will place an order with the Supplier through email or WhatsApp.
4. Supplier shall acknowledge the receipt of the order in writing via email or WhatsApp.
5. All orders placed has to be under the brand name of the Merchant Exporter.
6. Merchant Exporter has the approval of the Manufacturing Unit to use its Licence of the Supplier.
7. It is agreed that out of the 100% production capacity of the Supplier, 10% must be dedicated for the Merchant Exporter.

 

2. Payment Terms

1. Supplier agrees to provide goods against LUT at 0.1% GST to the Merchant Exporter.
2. Payment will be made 100% advance against LR copy.
3. Insurance, freight, clearance, and other costs at port shall be borne by the Supplier at actual rate against invoice of the clearing agent.
4. Supplier must show the transport bills to the Merchant Exporter.

3. Sample Product

It is agreed that Suppler will dispatch samples directly to the place of destination of the clients of the Merchant Exporter with details of the Merchant Exporter inscribed as the sender as if it was sent by the Merchant Exporter.

4. E-Commerce & Dropshipping Orders

The Merchant Exporter is registered as a seller in Amazon India marketplace and the place of procurement of goods would be directly factory / warehouse of the Supplier and the Supplier will deliver the order directly to the clients of the Merchant Exporter at the address provided by the Merchant Exporter.

Similarly, for dropshipping orders, Supplier will dispatch the goods at the address provided by the Merchant Exporter.

In all such orders directly delivered to the clients of the Merchant Exporter, the name of the Merchant Exporter must be inscribed as the sender as if it was couriered by the Merchant Exporter.

5. Packaging

It agreed that Supplier will do a live video call via WhatsApp with the Merchant Exporter while packing of goods for full 20ft or 40ft container stuffing. Supplier must do the video call from first step i.e. show everything from first block kept inside the container. If the Supplier fails to make the video call and directly dispatches the consignment, he will be liable for penalty.

6. Shipping and Delivery

Goods shall be dispatched within 24 hours of PO issued by Merchant Exporter for the destination FOR [Free on Road], at Port, except as otherwise agreed upon in writing to the following address as provided by the Supplier:

                      [Delivery Address]

7. Inspection

The Supplier shall provide Inspection Certificate as required by the Merchant Exporter. There are many pre-shipment inspection certificate like SGS, phytosanitary certificate, etc which has to be carried out by the Merchant Exporter. If the quality parameters does not fit as per the buyers requirement then the Supplier has to initiate refund or replacement and any delay charges like detention fees, etc in clearance and shipping has to be borne by the Supplier.

8. Defect

If Merchant Exporter makes a shipment and there is complaint and proof provided from the buyer about the product from the overseas buyer which does not fall in any insurance or shipping liability of carrier like product taste, product variety, or any such defect in the product, then it would be the responsibility of the Supplier to get those products replaced.

9. Confidentiality

The proprietary information provided by the Merchant Exporter like design of the products/goods and others are confidential and important for the business of the Merchant Exporter. Supplier shall never disclose such confidential information to any third party without the written consent of the Merchant Exporter.

10. Non-Circumvention

The details of the clients like their address and contact number are provided by the Merchant Exporter to the Supplier only for the purpose of delivery of the goods to the client’s destination. Supplier shall not contact the clients of the Merchant Exporter directly, even if clients contact the Supplier. They must report any such communication from clients to the Merchant Exporter. The Supplier shall not even circumvent the Merchant Exporter by setting up a new company and contacting the clients of the Merchant Exporter. Any such misconduct by the Supplier will attract a penalty to 1 crore as damages to the business of the Merchant Exporter.

11. Termination

This Agreement may be terminated by either party with 30 days written notice to the other party via email or WhatsApp.

12. Notices

1. All notices, billing and other communications relating to this Agreement provided from one party hereto to the other, shall be made in writing (email included) in English language unless otherwise agreed between the parties, and be sent via registered post with postage prepaid or email, or personal delivery, to the address first written above or any other address notified by the receiving party pursuant to this article.
2. All notices, billing and other communications stated in the preceding paragraph are deemed received upon receipt if personally delivered, upon confirmation of transmission if sent by email, and seven (7) days after receipt by the post office if sent by registered post.

13. Dispute Resolution

All disputes, controversies or differences in opinion which may arise between the parties hereto, out of, in relation to or in connection with this Agreement, shall be tried to be settled amicably. In case if the dispute is not settled amicably, it shall be tried and settled in the courts of ___________ only.

14. Force Majeure

Neither party hereto is liable for compensating the other party for any loss or damages it may incur due to any failure or delay in fulfilling the obligations under this Agreement as far as such failure or delay is caused by prohibition of export, refusal to issue export license, Act of God, war, blockade, embargoes, insurrection, mobilization or any other actions of Government authorities, riots, civil commotions, warlike conditions, strikes, lockout, shortage or control of power supply, plague or other epidemics or pandemic, quarantine, fire, flood, tidal waves, typhoon, hurricane, cyclone, earthquake, lightning, explosion, or any other causes beyond the control of Merchant Exporter or Force Majeure, as long as such cause is present.

15. Severability

Should any of the provisions hereof be held to be illegal, unenforceable or invalid or unenforceable by any court or other duly authorized organization, such illegality, unenforceability and invalidity shall not affect the legality, enforceability and validity of any of the remaining provisions hereof.

16. Governing Law

This Agreement shall conform to and be interpreted under the laws of ________ as to all matters including validity, interpretation and performance thereof.

17. Entire Agreement and Amendment

1. This Agreement supersedes all prior negotiations, written communications, understandings and agreements relating to the subject hereof between the parties hereto.
2. This Agreement may not be amended or altered in any way other than written agreement between duly authorized representatives of respective parties hereto after the execution date hereof.

 

 

 

IN WITNESS WHEREOF the Parties has duly executed this Agreement as of the Effective Date:

 

	Merchant Exporter	Supplier
Signature (with Stamp)
Name (printed)
Place
Date

 

Download in Word File - https://drive.google.com/file/d/192SxEojUhkTLNDeANkBODXh5NZ1yvfRf/view?usp=sharing