Vector E Commerce Pvt Ltd - Term Sheet

This agreement, made on this [--] day of [---], 2014, sets out the principal terms on which the parties are entering into a supply and sale
agreement, whereby the Supplier identified below shall supply products to the Company (hereinafter referred to as Vector). The
Supplier acknowledges that the terms contained herein below are confidential in nature

Scope of Agreement is supply for resale inter-alia through Vector E Commerce Pvt Ltd (external, third party brand), where the Supplier is
1
acting as a Manufacturer/Distributor and Vector as the Retailer

2 Vendor details

(a) Registered name of Supplier /Vendor [Vendor Name]

(b) Registered Address (Primary)

Business Address
Communication
(c)
Details Name & Contact number
Email ID
Name
Accounts / Finance
(d) Contact number
Department
Email ID
(e) Warehouse Address (For RTV if any)
(f) Additional address if any
(g) Type of entity
(h) Name of the authorized signatory
(i) Designation of the authorized signatory
(j) PAN No.
(k) Service tax No. (Optional)
(l) VAT No.
(m) CST No.
(n) Primary Or Secondary Vendor Primary
(o) Bank Details
Account # IFSC Code Bank Name Branch Name City

3 Commercial Terms

Type of Agreement (Sale or

(a) Marketplace (JIT)
Return/Outright/Consignment)

(b) Detailed description of the product

Margin on MRP
(Net of taxes) *
(c) Brand Article Type

(Ref Annexure )
40% NOT

(d) Credit period((from the date of delivery/GRN) Sales Based Payment

Payment Based on monthly sales. To Be Processed in 10 working days of the succeeding

(e) Payment terms
month

Details of Trade Discount sharing ( Ref

(f) 100% to be borne by Brand
Annexure )

Days within which Vendor needs to supply

(g) Not exceeding 2 days, within prescribed time slot agreed upon
orders against the raised PO

Penalty payable in case of order delay /

(h) Rs 250 per cancelled order
cancellation due to vendor negligence
 (i) 0.5 cr - 1 cr : 2% extra

1cr - 1.99 cr : 3% extra (If Vector achieves target of 1.5 Cr, Vector will be eligible for
TOI of Rs. 4.5 Lacs)
Turn-over Incentive
> 2 cr : 4% extra
Basis of TOI TOI Frequency
MRP Value of Goods Sold Annual
(j) Payment Mode Cheque
(k) Payment to be made in favour of [Vendor Name]
Mention the Tax rate (VAT/CST) &
Billing from (city) Billing to (city)
Tax % (Ref annexure)
(l) Mumbai

(m) Tax Exemptions (if any)

Who will pay the sales tax? [Vendor Name]
Tax Expenses to Who will pay the central excise? [Vendor Name]
(n)
Govt Who will pay the customs tariff? [Vendor Name]
Who will pay the Octroi? [Vendor Name]

Transportation cost till the delivery point to be borne by Vector E Commerce Pvt Ltd

Transportation cost (of returns/rejections/Stock Correction)

Vector E Commerce Pvt Ltd
from Vector warehouse till Suppliers place borne by

Operational Insurance of stocks till Vector's warehouse Vector E Commerce Pvt Ltd
(o)
Expenses
Insurance of stocks stored @ Vector's warehouse Vector E Commerce Pvt Ltd
Who will be liable for any pilferage, thefts, loss during
transportation till the delivery point? Vector E Commerce Pvt Ltd
Who will be liable for any pilferage, thefts, loss inside the
warehouse? Vector E Commerce Pvt Ltd
Catalogue/Listing expenses borne by ( if Any) [Vendor Name]

4 Suppliers Indemnity

Supplier to indemnify and hold Vector and its employees harmless from any loss/claim/damages arising
(a) Yes
due to Suppliers and/or its staffs act or omissions, notwithstanding and without prejudicing Clause 3 (i) ?

5 Exclusivity
(a) Can the Supplier get into similar arrangement with third parties other than Vector?
(b) Can Vector get into similar arrangement with third parties other than the Supplier?
Term of the Agreement from commencement date 12 Months
If for convenience, then the terminating party to give how many days prior, written
30 days
notice?
Period & If for cause, then defaulting party to get how many days to cure the breach, failing
6 termination of this which the Agreement shall stand terminated at the option of the non-defaulting 30 days
agreement party?

Any specific issues for the Supplier to observe/comply at the time of termination by
No dues certificate to be
the Supplier, in addition to generally ensuring that such termination should not
issued before final settlement
prejudice Vector in any manner?
7 Exclusive jurisdiction of Courts in which city, for adjudication of disputes? Bangalore

Margin Workings
Marketplace (JIT)
Mumbai CST Billing Mumbai VAT Billing
Particulars Regular Discount Particulars Regular Discount
MRP 100 100 MRP 100 100
if Discount to customer - 20 if Discount to customer - 20
Net Sales Value(NRV) 100 80 Net Sales Value(NRV) 100 80
Margin% 40% 40% Margin% 40% 40%
Margin Value 40.0 32.0 Margin Value 40.0 32.0
Vat % 5.00% 5.00% Vat % 5% 5%
Vat Value 4.76 3.81 Vat Value 4.76 3.81
Landed Price 55.24 44.19 Value Exclusive of VAT 55.24 44.19
CST @ 2% 1.08 0.87 Vat Value 2.76 2.21
Value Exclusive of CST 54.15 43.32 Landed Price 58.000 46.400

For Vector E Commerce Pvt Ltd For [Vendor Name]

Authorised Signatory Authorised Signatory

Other Agreed Terms and Conditions

1. Both parties agree that margins to be reviewed, upon mutual agreement after every 6 months period
2. Supplier should supply goods along with Tax Invoice

3. Wherever applicable, C forms would be issued on a quarterly basis, C forms for a quarter would be issued within the completion of the
subsequent quarter, Vector issue C forms only on the basis of physical receipt of goods For E.g.: if the invoice date is 29-jun-12(Quarter 1) and
Vector received it in its warehouse on 2-jul-12 (Quarter 2), Vector would issue C form for that particular invoice only in Quarter 2 and NOT in
Quarter 1

4. C forms would be issued on the net purchase value only, which would be the difference between invoice value &debit note raise (if any).
Unless mentioned against C form in the invoices , Vector would NOT issue C forms for the CST exempted sales invoices

5. The product warranty where ever applicable, warranty to end customer starts from the date of purchase by end customer

6. The supplier/distributor hereby represents and warrants to Vector that the use and display of the product by Vector on its Website in terms of
this Agreement shall not violate any intellectual property right or any other rights of any third party. The goods and the products shall be
genuine, defect free and not counterfeits. If Vector receives any notice, claim or demand asking for taking-down, ceasing or suspending the sale
of the products on grounds of any such violation, or becomes aware of a potential violation, Vector shall have the right to immediately comply
with such demands.

7. Supplier shall keep all sensitive and confidential information related to the trade and business, as well as the provisions of this MoU, as
strictly confidential, and shall not disclose the same to any person without prior written consent from Vector.

8. If the products being offered by Supplier is a third party owned brand, the Supplier shall obtain and arrange for an NOC from the relevant
manufacturer/owner for selling and distributing the products through the website www.myntra.com. The format of the third party NOC is
annexed as Annexure 1.

9. Supplier agrees that Vector, at is sole discretion, can add new warehouse locations or change its existing warehouse locations based on its
business requirements. Vector shall be communicating such changes to the supplier from time to time.

10. The Supplier shall fully indemnify Vector for any liability and costs arising out any Defective Goods (including product liability and costs
arising from any customer complaints).

11. All products should be with packaging labels, instructions, warranties and product inserts required by Vector and as per Statutory law.

12. Supplier shall accept all returns i.e. customer returns or quality rejections.
13. Supplier holds valid license, permission and rights to sell, distribute bearing title (Brand) if any. The products shall bear trademarks,
copyrights, intellectual rights in the name of supplier or are licensed to supplier and that the same does not infringe rights of any other persons
or any other law.

For Vector E Commerce Pvt Ltd For [Vendor Name]

Authorised
Authorised Signatory
Signatory
Name: Raghunath L Name: 0
Designation : Director Designation : 0

Ground and 1st Floor, Maruti Chambers, 0

Address : Annexe Survey No:17/9B, Address : 0

Rupenaagarahara, Hosur Road, Bangalore -

560068
 Annexure 1
Third Party Product Owners NOC
(To be mandatorily procured by the vendor/supplier herein)

To whom it may Concern

This is to certify and confirm that [<<insert name of the supplier here>>] has been authorized by us, namely [<<insert name of the brand ow
here>>], having our corporate office at [_________________________________________________________________], to enter into a
distribution agreement with Vector E- Commerce Private Limited, situated at 1st Floor, Maruti Chambers, Annexe Survey No : 17/9B , Rup
Hosur Road, Bangalore-560068 India and its agents and logistics partners, for the display of our logos, and marketing, selling and dist
various products to customers across the country through Vectors e-commerce platform called www.myntra.com.

Date:
Place:

For and on behalf of [<<insert name of the brand owning company here>>]

____________________________
(Authorised Signatory)