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VENDOR AGREEMENT

DATED

2012

[

]

and DESIGN DEAL INDIA PRIVATE LIMITED

1

.............................12   SURVIVAL .....................7   REPRESENTATIONS AND WARRANTIES .......................8   INDEMNITY....7   EXCLUSIVITY ..... 6.........................................................................................................................9   FORCE MAJEURE ............. Page DEFINITIONS AND INTERPRETATION........................................................................................................................................................................................... 7.......................3   PRICING OF PRODUCTS .....6   VENDOR’S OBLIGATIONS .....................9   ASSIGNMENT................................. 11............ 9................................. 18..........................................................................11   NON-COMPETE......................... 19........................ 5................................9   NOTICES. 14.... 13.............................................................................................................12   2 ................................. 17...........10   TERM AND TERMINATION .................................................................................................................................... 20...........11   DISPUTE RESOLUTION........................................................................................................................................................... 3...............................................................................................................................................................................................................................................................8   INTELLECTUAL PROPERTY RIGHTS.............11   ENTIRETY ................................................................ 10...........................................................................................................11   Confidentiality ......... 15....................................................................... 12.............................................................TABLE OF CONTENTS Clause 1..................................................................................................10   GOVERNING LAW AND JURISDICTION OF COURTS...................11   THIRD PARTIES ................................................................................. 16............................................................................................ 4.............................................................................................................................

which expression unless repugnant to the context or meaning thereof include its successors and permitted assigns). directive. injunction. and having its registered office at D-5. regulation. Defence Colony. order. The Company is engaged in the business of an Online store selling Furniture. as in force from time to time. and having its office at [ ]. financial. and drawings.This Vendor Agreement is entered on this [ ] day of [ ]. judgment. 1881. The Vendor is engaged in the business of Manufacture/ Retail / Import of Home Related Products. India. rule. law. bye law. Company Business shall have the meaning ascribed to in Recital B. which expression unless repugnant to the context or meaning thereof include its successors and permitted assigns). marketing. Confidential Information includes all technical and other data. Art and other Home Related products and operates the Website designdeal. between: [ ]. The Vendor and the Company shall hereinafter be collectively referred to as Parties and individually as Party. AND Design Deal India Private Limited.com (Company Business). 3 . memoranda of understanding. customer. texts. IT IS AGREED AS FOLLOWS: 1. a company incorporated under the Companies Act. Agreement means this agreement and includes any annexures. oral or electronic form in respect of or belonging to the Company and includes contents of all business negotiations including all legal documentation such as agreements. B. administrative interpretation. designs. financial details. DEFINITIONS AND INTERPRETATION Applicable Law means any statute. schedules or exhibits which may be attached to this agreement and any amendments made thereto. RECITALS: A. Lighting. Business Day means a day that is not a Sunday or a public holiday in India as set out in Section 25 of the Negotiable Instruments Act. New Delhi110024. writ. Accessories. C. The Vendor is desirous of supplying its Products and offering the same for sale through the Website on the basis of the terms and conditions as set out in the Agreement. [a company incorporated under the Companies Act 1956/ a partnership firm/ an individual] (hereinafter referred to as the Vendor. business models and plans. ordinance. reports and projections on any format which the Vendor is privy to owing to its association with the Company under this Agreement and such information which by its nature or the circumstances of its disclosure is confidential. Intellectual Property or other information whether in written. pricing. 1956 (hereinafter referred to as the Company. or decree or other instrument which has a force of law applicable to any Party or its affiliates.

partnership. right to acquire. public right.designdeal. Warranties shall have the meaning ascribed to it in Clause 6. hypothecation. charge (fixed or floating). company. software. Purchaser means the Person purchasing the Product listed for sale on the Website. including a government or a political subdivision or an agency or instrumentality thereof. option or right of pre-emption. assignment or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement). designdeal. designs. Encumbrance means any encumbrance including without limitation any claim. Delivery Failure shall have the meaning ascribed to it in Clause 2. Website shall mean the website operated by the Company situated at the URL – www. beneficial ownership (including usufruct and similar entitlements). Execution Date means the date of execution of this Agreement. lien. Vendor Price shall have the meaning ascribed to it in Clause 3. or any agreement to create any of the foregoing. trademarks.com. trust or other entity. injunctive restriction and any other direct interest held by any third party.com 4 . Product Template means the agreed specifications for the Products set out more specifically in Annexure 4 hereto. Intellectual Property means all copyrights. Parties means collectively the Vendor and the Company and Party means each of them. Sale Price Shall have the meaning ascribed to it in Clause 3. common right. Products shall have the meaning ascribed to it in Clause 2. Person shall mean any individual. pledge. deposit by way of security. logos. processes and artistic creations and similar rights of any type the ownership or right to use of which is attributable to any Party. corporation. Packing Specifications means the Product packing specifications set out in Annexure 2. mortgage. Quality Check means the quality control check of the Product undertaken by the Company to ensure that the Product adheres to the quality guidelines set out in Annexure 3. bill of sale. Effective Date shall mean the date of execution of this Agreement. unincorporated organisation or association. Order shall have the meaning ascribed to it in Clause 2. patents. Force Majeure Event shall have the meaning ascribed to it in Clause 10.Damaged Product shall have the meaning ascribed to it in Clause 2.

the Company will issue an Order stating the Products required by the Company and the Company will take delivery of such Products in the manner specified in Clause 2.2 below. a written reconfirmation of the number of Products that may be required to be supplied by the Vendor.1. The Order shall be placed to the Vendor as per the order received by the Company from any customer through its Website with respect to the Products. ORDER AND DELIVERY Order As when required by the Company. method or form of judicial proceeding. month or year is relevant to a day. unless otherwise specified in this Agreement.3 5 . the Vendor shall. unless the relevant schedule or other document which is referred to or otherwise incorporated into this Agreement expressly provides that the term in it is to take precedence over the term in the body of this Agreement. unless the context requires otherwise: (a) (b) (c) (d) (e) words denoting persons include individuals/ natural persons.2 2. Upon a Purchaser placing an order for a Product on the Website.2 If there is any conflict or inconsistency between a term in the body of this Agreement and a term in any of the schedules or annexures or any other document referred to or otherwise incorporated into this Agreement. The quantity per Product for which an Order maybe placed to the Vendor by the Company shall solely depend on the sale of those products on the Website and the Vendor shall have no right to require the Company to Order any Products in excess of the Products purchased by the customers on the Website. to the extent that such jurisdiction is relevant to the transactions contemplated by this Agreement or the terms of this Agreement. 2. Prior to the commencement of a sale on the Website.3 2. court or any other legal concept or matter shall be deemed to include a reference to the corresponding or most similar legal term in any jurisdiction other than India. Further. the Company shall provide the Vendor. A reference in this Agreement to any Indian legal term for any action. setting out the products required to be made available by the Vendor for the products to be listed for sale on the Website (Products). earmark the Products required to be sold through the Website and reserve and retain the same in the Vendor's possession till 7 (seven) Business Days after the expiry of the sale period stated on the Website.1 2. 1. any reference importing a gender includes the other genders.1. remedy.1 In this Agreement. It is further clarified that the Vendor shall supply Products in accordance with the Order without any requirements of any minimum quantity. 1. legal document. bodies corporate and unincorporated associations of persons. a reference to a day.1 2. the term in the body of this Agreement shall take precedence.1. from the stock of products maintained by the Vendor. references to an individual/ a natural person include his/ her estate and personal representatives. month or year in accordance with the Gregorian calendar. the Company will issue an order in the form annexed hereto as Annexure 1 (Order). the headings in this Agreement do not affect its interpretation.1.

1 2. replace the Defective Product and deliver the replaced Product to the Company within 30 days of return of the Defective Product to the Vendor. The Company shall offer the Products for sale on the Website at such price as it. inherent flaw. notify the Company in writing of the occurrence of such event and its inability to deliver the Products (Delivery Failure). in the event of a Delivery Failure. the Vendor shall promptly replace the Products. a Quality Check of the Product. If the Vendor is unable to supply the Products as required under a Order due to any reason after acceptance of the Order. Till such time a Product is delivered to the Company or its logistics partner. manufacturing defect.3 2. in the event any Product is a Defective Product (defined below) the Vendor shall provide a complete replacement for the Product directly to the end-customer of the Company through the Website.2 2. pack the Products in accordance with the Packing Specifications before delivery of the Product to the Company. the Vendor shall. The Vendor shall.2.3. the Company has the right to conduct.5 2. at no additional cost.2 2. at the Vendor's own cost. If the Company identifies any defect in the Products during the Quality Check process. possession and risk of the Products shall vest with the Vendor. The Vendor hereby guarantees that.2. Prior to the taking delivery of the Products. The Company shall take delivery of the Products from the Vendor only after completing a 100 percent Quality Check. at any time during the period of one year from the date of the delivery of the Product in accordance with Clause 2.2.2. and the Vendor shall assist the Company in conducting.3 2. If the Company has provided the Vendor with any packing material for the Product. 3.1 PRICING OF PRODUCTS The Parties agree that the price of the Products to be paid by the Company to the Vendor shall be as set-out in the Order (Vendor Price). in its sole discretion. then the Vendor shall refund the entire amount paid for the Product to the Company. 20 days prior to and in no event later than the delivery date stated in the Order.2 6 .2 Delivery of Products Sold The Company shall take delivery of the product within a maximum of 30 days of the expiry of the sale on the Website.4 3. at its own cost. Vendor's Guarantee and Warranties on the Product The Vendor agrees to deliver only such Products as identified in the Order by the Company and are in compliance with the specifications set out in Annexure 4 – Product Template.4 2. Further.2.2. missing parts. damage to Product or use of inferior materials in the Product (Defective Product). then the Defective Product shall be returned to the Vendor at the Vendor's cost and the Vendor shall.1 2. then the Vendor shall ensure that it packs the Product in such packing material. Products for which payment of the Sale Price is received by the Company in advance from a Purchaser or where the Company has received payment of the Sale Price from the Purchaser upon 3. deems fit (Sale Price). 2. the Vendor and shall reimburse the Company for any and all costs incurred by the Company due to the Delivery Failure.3. If the Vendor is unable to replace the Defective Product. the title.2. Return of Products Sold If a Product is returned by a Purchaser due to any functional defect.

2 4. on its Website and otherwise to the extent required for the purpose of promotion. 3.the sale of the same. The pricing for the Products given by the Vendor to the Company shall have a validity period of 6 (six) months. 4. without prior written consent of the Company. The Vendor shall allow the Company and its representatives to conduct a quantity check and Quality Check on every Product (100% inspection) being supplied by the Vendor. without prior written consent of the Company.3 5. the Vendor shall not. the Company will pay the Vendor Price to the Vendor within 7 (seven) days of receipt of payment by Company from the Purchaser. undertake. or. directly or indirectly. engaged in undertaking any business similar to the Company Business. the Company shall pay the Vendor Price of such Products to the Vendor prior to the Company taking delivery or it being shipped to the Purchaser. the Vendor shall not. details of which are set out below.1 VENDOR’S OBLIGATIONS The Vendor will provide the Company with such promotional material as may be required by the Company to promote sale of the Products on the Website. 3. the Vendor will permit the Company's representatives to take photographs of the Products at the Vendors premises. marketing and sale of the Products.5 Account Holder's Name Account Number Bank and Branch Details IFSC Code 4. be associated with any business similar to the Company Business. directly or indirectly. The Vendor Price will be paid by the Company by remitting the same to the bank account of the Vendor. directly or indirectly. The Vendor shall provide adequate space and suitable working environment to enable the Company's representatives to undertake these inspections. Further the Vendor agrees and acknowledges that the Company shall have the right to make use of the logos. participate. directly or indirectly. The Parties hereby agree that for a period of one year from the Effective Date of this Agreement. 4.3 For Products sold to a Purchaser on cash on delivery basis. The Vendor shall allow the Company to conduct inventory audits at any time after the Order is issued by the Company. The Vendor will provide suitable space at the Vendor's premises to enable the Company's representatives to take such photographs. or any other method of delivery linked to receipt of payment. As and when required by the Company.4 3. brand names and trademarks of the Vendor or related with the Products supplied by the Vendor. 7 . EXCLUSIVITY The Parties hereby agree that for a period of one year from the Effective Date of this Agreement. supply the Products to any person.

(b) 6. judgments. the details set out in the Product Template. decree or award which is binding upon such Party. 6. deficiencies. including in the Product Template. licenses and consents required for the manufacture.6. deliver and perform this Agreement and it has taken all necessary action (corporate. capacity and authority to execute. the Vendor holds legal. employees. representation. perform and authorise the execution. costs and expenses (including but not limited to legal fees) arising out of any breach of the Agreement generally. proceedings. assessments. Neither the making of this Agreement. losses. defend and hold harmless the Company. including this Clause 6 are true and accurate (Warranties). to execute.3 The Vendor represents and warrants to the Company that: (a) the Vendor has obtained all necessary government and regulatory authorisations. deliver. and the breach of any representation. are a true and correct representation of the Products and the Vendor has not omitted any specification in the Product Template that may be material for the Products or with respect to this Agreement. nor compliance with its terms will be in conflict with or result in the breach of or constitute a default or require any consent under: (i) any provision of any agreement or other instrument to which such Party is a party or by which it is bound. Each Party represents and warrants to the other as follows: (a) It has full power. order. suits. and supply of the Products. the Products shall be of satisfactory quality without defects and shall correspond to any specification agreed in writing between the Parties. arbitrations. then Vendor will replace such Product at its own cost.2 REPRESENTATIONS AND WARRANTIES The Parties hereby represent and warrant that the terms and conditions as set out in this Agreement. beneficial and currently subsisting valid and enforceable ownership of all the Intellectual Property with respect to the Products and/or has obtained valid and irrevocable license for the unfettered usage of the Intellectual Property related to the Products. 8 . consultants and agents from and against all and any claims. the non-fulfilment of the Vendor's obligations under Applicable Law or to any Person. free from all Encumbrance. but not limited to : (a) (b) the breach of any warranty. or (ii) any judgement. directors. actions. and to indemnify. covenant or term of this Agreement. (b) (c) (d) 7. Further. delivery and performance of this Agreement.1 6. warranty and/or covenant made by it in this Agreement. 7. none of such Intellectual Property Rights nor the Vendor's ability to use any of such Intellectual Property Rights will be affected by the consummation of the transaction contemplated under this Agreement. statutory or otherwise). liabilities. packaging. damages. its officers. injunction. permissions. including. obligations. If the Company is not satisfied with the quality and merchantability of the Product. or for non-fulfilment of the Vendor's obligations under law or to any Person.1 INDEMNITY The Vendor hereby agrees to be solely liable for.

washout.1 the gross negligence and/or wilful misconduct by the Vendor and/or its officers. advisory fees and other expenses required for the preparation and execution of this Agreement. 9. employees. the Party not affected by such Force Majeure Event shall be entitled to terminate this Agreement by giving notice to the other Party in accordance with Clause 13. lightning. INTELLECTUAL PROPERTY RIGHTS The Vendor shall not utilise any Intellectual Property of the Company in any manner whatsoever without the prior written authorization of the Company. agents or affiliates. The Vendor shall not. terrorism and sabotage and threats of such actions. acts of public enemies. epidemic. any claim made by any Person on account of any Damaged Product.2 10. as a consequence of its association with the Company hereunder or otherwise. whether or not the Company has allowed the Vendor to use the same. blockade. typhoon. event or circumstance (whether of the kind described herein or otherwise). or other industrial disturbances or labour disputes. civil disturbances. or other acts of God. the Vendor shall immediately cease to utilise the Intellectual Property of the Company and within fifteen days of termination/expiry of this Agreement.1 9 . FORCE MAJEURE Neither Party shall be in breach of any of its obligations under this Agreement to the extent that its performance is prevented.2 8. 9. lock-outs. atmospheric disturbance. 10. and performing their respective obligations under this Agreement including without limitation legal fees. acquire any right or claim whatsoever over any Intellectual Property owned by the Company. Force Majeure Event shall include but not be limited to the following: (a) fire. earthquake. Upon the termination/expiry of this Agreement. each Party shall bear their own costs in relation to complying with the terms and conditions of. (c) strikes. insurrection. shall return to the Company all Intellectual Property materials of the Company in its possession. which is not reasonably within the control of such Party (Force Majeure Event). directors. and the infringement or violation of the Company's Intellectual Property The terms of this Clause 7 shall survive the termination of this Agreement. NOTICES Any notice and other communications provided for in this Agreement shall be in writing and shall be first transmitted by pre-paid registered post.1 10. 11.1 9. flood. COSTS Except as provided to the contrary in this Agreement. 8. riot. tornado.(c) (d) (d) 7. hindered or delayed by an act. storm. (b) war.2 In the event that any Force Majeure Event continues for a period of 2 (two) weeks without interruption. and (d) change of any Applicable Laws. or by facsimile transmission subject to subsequent 11.

transfer. charge or in any way or any manner make over or purport.com All notices shall be deemed to have been validly given on the Business Day of receipt.confirmation by postage. if capable of remedy.1 13. assign. the Agreement will be renewed automatically for successive terms of 1 year each after the Initial Term.2 11.2 below. change its address or representative for receipt of notices provided for in this Agreement by giving to the others not less than 10 (ten) days prior written notice.2 (b) 10 . ASSIGNMENT Neither Party shall assign. if received by the addressed Party by 5:00 PM Indian Standard Time. to carry on business as contemplated in this Agreement or is wound up or a liquidator is appointed to wind up such Party. in the manner as elected by the party giving such notice to the following addresses: (a) In the case of notices to the Vendor: Vendor Name Fax: Email: Attention of: (b) In case of notices to the Company: Design deal India Private Limited Fax : E-mail: 11. TERM AND TERMINATION The term of this Agreement will commence from the Execution Date and will be in force for a period of 1 (One) year (Initial Term) unless terminated by either Party by giving the other Party a written notice of not less than 60 days or in the cases set out in Clause 13.1 13. change or make over this Agreement or its rights accruing herein or in any part hereof without obtaining the previous consent of the other Party in writing. from time to time. by giving not less than 30 days written notice to the other Party:(a) a material breach by the other Party (save for any breach which is caused by the Party seeking to rely on it) of any of its obligations under this Agreement which is incapable of remedy or. Unless terminated by the Parties. which the other Party has failed to remedy within 30 (thirty) days after receipt of notice giving particulars of the breach and requiring the other party to do so.3 vendor@designdeal. Any party may. 12. or threatens to cease. 13. or the other Party ceases. prepaid registered airmail or by internationally recognised courier service. 12. transfer. Either Party may terminate this Agreement in the following circumstances.

1996.13. not be disclosed to any Person. the Company shall not be obligated to issue any fresh Order. that upon issue of a notice for termination of Agreement under Clause 13. illegal or unenforceable the Parties agree subsequently to negotiate in good faith to reach a valid agreement fulfilling the scope of such provision. The invalidity.1 or Clause 13. including any question regarding its existence. shall be subject to the exclusive jurisdiction of the courts at New Delhi.1 above. 14. unless otherwise agreed prior to.2 above. The proceedings of arbitration shall be in English language. 17.1 ENTIRETY This Agreement is the entire agreement recording the broad understanding reached between the parties in respect to matters concerning this Agreement.1 11 . the dispute shall be referred to a sole arbitrator. 18. any of the Parties may make a reference to arbitration in accordance with Clause 15. CONFIDENTIALITY All Confidential Information shall. appointed by mutual agreement of the Vendor and the Company. The arbitrator award shall disclose reasons. Any resolution of any disputes arising from or in connection with this Agreement.1 15.1 18. construction and effect of this Agreement shall be governed by the laws of India. including a breach thereof. for resolution by way of arbitration. If the Parties are unable to reach an amicable settlement within 30 (thirty) days from the date on which the dispute arose.2 above. The arbitration proceeding shall be governed by the Arbitration and Conciliation Act. (a) (b) (c) (d) The place of the court of arbitration shall be New Delhi.1 or Clause 13. DISPUTE RESOLUTION In the case of any dispute arising out of or in connection with this Agreement or its performance. validity or termination. 16. shall also be governed by the laws of India and subject to the provisions of Clause 15 below. performance.1 15.2 below.3 Upon issue of a notice for termination of the Agreement under Clause 13. GOVERNING LAW AND JURISDICTION OF COURTS The validity. illegality or unenforceability of any of the provisions of this Agreement shall not affect the validity. It is clarified. THIRD PARTIES Nothing in this Agreement shall confer any rights upon any Person to enforce any term of this Agreement other than the Parties and their respective successors and permitted assignees. the obligations of the Parties shall only subsist in relation to Products for which an Order has been placed in accordance with this the Agreement prior to such termination and the Vendor shall endeavour to supply all such Products and fulfil all obligations in relation to such Products under this Agreement. the Parties shall first endeavor to reach an amicable settlement through mutual consultations and negotiations. legality and enforceability of the remaining provisions of this Agreement. 17. If any of the provisions will be considered invalid. The arbitrator shall also decide on the costs of the arbitration 14. in writing between the Vendor and the Company. In the event the Parties are unable to amicably resolve disputes under Clause 15.2 16. 15.

NON-COMPETE The Parties hereby agrees that for one year from the Effective Date of this Agreement. that it shall promptly inform the Company of any potential or accidental disclosure of Confidential Information and shall take all steps. 9. control or be otherwise connected in any manner with.5 19. who directly or indirectly engages in a competing business the Company Business anywhere in India. 11. statutory or governmental body.2 12 . 12. 13. that it shall ensure that all its employees and/or representatives who are given access to the Confidential Information shall at all times be bound by legally valid and written nondisclosure obligations. 19. or be construed to be a waiver of or an acquiescence in. 2. authority or other right under this Agreement shall impair. The Vendor agrees that all details of customers making purchases on the Website provided by the Company to the Vendor for the purpose of making deliveries shall be treated as Confidential Information and shall be the sole property of the Company and that the Vendor shall have no right of ownership or be otherwise entitled to use such Confidential Information. that 18. any Person. (d) (e) 18. 18. or information that the Vendor was required under law to disclose to any judicial. without the prior written permission of the Company. 14.2 The Vendor agrees that: (a) (b) (c) that it shall not.3. discretion. to retrieve and protect the said Confidential Information. join. 3. 15.1 20. information and designs belonging to the Company and all copies thereof in its possession or under its control. information which can be shown to have been known to the Vendor prior to its association with the Company.4 In the event of termination of this Agreement. directly or indirectly. remedy. SURVIVAL Notwithstanding Clause 13. 20. 8.1 20. directly or indirectly disclose or cause to be disclosed any Confidential Information to any Person. the Vendor shall not. 19 and 20 and to the extent applicable. that it shall take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorised disclosure thereof. 18. the Vendor shall return to the Company all documents. without prior written consent of the Company. together with the Company. manage. Clauses 6 and 7 shall survive termination. No failure or delay by the Company in exercising any power. Clauses 1. own. and that it shall use the Confidential Information only for the purpose for which it was provided and shall not profit from the same in an unauthorised manner to the exclusion of the Company.18.3 It is agreed that the obligations under this Clause shall not apply in respect of: (a) (b) (c) information which is in the public domain. operate.

or in any manner preclude its additional or future exercise. discretion. 13 .or any other power. authority or right under this Agreement. remedy.

ANNEX 1 [ORDER FORMAT] 14 .

ANNEX 2 [PACKING SPECIFICATIONS – PLEASE REFER TO PACKING MANUAL] 15 .

ANNEX 3 [QUALITY CHECK GUIDELINES PLEASE REFER TO QUALITY MANUAL] 16 .

ANNEX 4 [PRODUCT TEMPLATE] 17 .

BY THE AUTHORISED REPRESENTATIVES OF THE PARTIES AS SET-OUT BELOW: SIGNATURES For and on behalf of For and on behalf of Design Deal India Private Ltd. THIS AGREEMENT HAS BEEN EXECUTED. ________________________________ Name and Surname ________________________________ Position ________________________________ Date ________________________________ Name and Surname ________________________________ Position ________________________________ Date 18 .AS WITNESS WHEREOF.