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Table of Contents
Introduction
Objectives of drafting an e-commerce vendor agreement
Information required before drafting the agreement
Essential clauses that need to be covered in an e-commerce vendor
agreement
o Title of agreement
o Date of execution and effective date
o Names of the parties
o Recitals
o Statement of consideration
o Definitions
o Consideration and payment terms
o Obligations of the vendor
o Company reserves the right
o Term
o Company not liable
o Termination and effects of termination
o Intellectual property rights
o Entire agreement
o Limitation of liability
Conclusion
References
Introduction
Today, buying and selling of goods online have become an integral part of
everyday life. Typically, E-commerce is the process of transaction of goods
and services over the internet. Some of the examples of e-commerce
platforms are Amazon, Flipkart, Shopify, Myntra, Ebay, Quikr, etc. These
business entities generally have a list of registered vendors who list their
products on these websites to sell or provide services to the customers. In a
supply chain vendors are the party that provides goods and services to the
companies or consumers in exchange for payment. A vendor can be both a
supplier as well as a manufacturer of goods. Some of the types of e-
commerce vendors are dropshipping vendors, wholesalers, and
manufacturers. To set up and operate an online store it needs software and
services which are also provided by e-commerce vendors.
What are the roles, responsibilities, and liabilities distributed between the
parties?
When are the parties intending to terminate the agreement and the effect of
termination?
What is the mutually agreed dispute resolution process?
Title of agreement
The first part inserted in any agreement is its title, it signifies the nature of
the agreement between the parties. In this instance, the title of the
agreement would be ‘The E-Commerce Vendor Agreement’. This title makes
it clear that the present agreement is entered between a vendor and an
online shop owner and governs the relationship between them.
The first format is used when the execution effective date of the contract is
the same. The second format is used when the parties reach an agreement
but do not sign it on the same date. The use of “as of” signifies that the
representations and warranties made by the parties are true as of the date
when the agreement is made and which may not be true for the day when
the agreement came into force. When no effective date is mentioned in the
agreement it becomes effective on the day when the last signatory to
agreement signs the contract.
Names of the parties
At the start of the agreement the parties to the agreement that is the
vendor’s and online shop owner’s names and addresses are inserted. This
identifies the parties and binds them to the agreement. “Names of Parties”
clause can be worded as:
“ABC Pvt. Ltd., a company incorporated under the Companies Act, 2013
having its registered office at ___, through ___________its duly Authorised
Representative (hereinafter referred to as “Vendor“) of the First Part;
And
XYZ Pvt. Ltd., a company incorporated under the Companies Act, 2013
having its registered office at _____ , through ___________ its duly
Authorised Representative (hereinafter referred to as “Company“) of the
Second Part.”
Recitals
The circumstances under which the vendor and the company have entered
into the agreement and background information of the agreement are
mentioned in the initial clauses of the agreement. Recitals are the first clause
in the agreement that mentions the intentions of the parties entering into the
contract. It starts with the term “Whereas”. Here is an example of Recitals in
the e-commerce vendor agreement:
“Whereas:
Vendor is engaged in the business of ________________________.
Statement of consideration
After the last line of the recitals, there is a short paragraph that states the
contracting parties have agreed to offer their services in return for the
consideration promised. It can be worded as follows:
Definitions
There are certain technical terms used in the agreement whose accurate
interpretation is important. In the Definitions clause, these terms which are
used throughout the agreement are defined. When any dispute arises
concerning the meaning of specific provisions, this clause is always referred
back to. There are two ways of defining terms in the agreement:
“Consideration Clause.
The Company shall have the right to collect the Payment on behalf of
the Vendor in respect of the Orders received through the Online Store.
The Company shall charge the service charges to the Vendor at the
rate of __% per item in consideration of the services rendered by the
Company under the Agreement.
The Company shall pay the Vendor an amount recovered minus the
sum of shipping charges, service charges, and shipment cost in respect
of approved order(s) through the Online Store. The shipment cost will
be levied at Rs. __/- per transaction.
The Company shall reimburse the Vendor for payment of the sale
proceeds in the following manner:
__
__”
Vendor shall ensure not to upload any description, image, graphic, text
that is unlawful, objectionable, obscene, opposed to public policy,
vulgar, or is in violation of intellectual property rights of any third
party.
The vendor shall only upload the product description and image for the
product which is offered for sale through the Online Store and for which
the said Online Store is created.
The vendor shall provide a correct, full, true description and accurate
of the product to enable the customers to make an informed decision.
On receipt of the approved order, the Vendor shall dispatch and deliver
the products within a period of __.
In respect of the orders for Products placed through the Online Store,
the Vendor shall submit proof of dispatch to the satisfaction of
Company within __ hours of the request made by the Company.”
Term
The duration of the Agreement is specified in the term clause. Once the
parties decide the nature of the agreement and the rights and obligations
incurred on them, it is important to define the period for which such rights
and obligations shall be in existence. A sample “Term” clause is as follows:
“This Agreement shall commence from Effective Date and shall continue to
be in effect for a period of __ unless terminated earlier. (“Term”)”
The Vendor shall be solely liable for any damages, claims or allegation
arising out of the Products offered for sale through its online store
including but not limited to the quantity, quality, merchantability, price,
use for a particular purpose, or any other related claim and shall not
hold the Company liable for any such claims and damages.
The Company shall not be liable for any damages or claims arising out
of any misrepresentation, negligence, or misconduct by the Vendor or
any of its representatives.”
“The Company shall have the right to terminate the Agreement in the event:
The effect of the termination clause is either drafted along with the
termination or is followed by the termination clause. It states the steps that
parties are under obligation to follow upon the termination of the agreement.
A sample clause is as follows:
“Effect of Termination:
During the notice period both the parties shall be bound to perform its
obligations incurred under the agreement and this sub-clause shall
survive the termination of this agreement.”
“It is expressly agreed between the Parties that each Party shall retain all
interest, right, and title in their respective trademarks and logos
(“Intellectual Property”) and that nothing contained in the Agreement, nor
the use of the Intellectual Property on the advertising, publicity, promotional
or other material in relation to the Services shall be construed as giving to
any Party any interest, right, and title of any nature whatsoever to any of the
other Party’s Intellectual Property.”
Entire agreement
The aim of this clause is to warrant that all the terms and conditions
governing the right and obligations of the parties are set out in a single
contractual document, which supersedes all prior negotiations and
agreements made before contracting the present agreement. This clause
aims to prevent the contracting parties from relying on the representations
made by them during the time of negotiations. At the time of negotiations,
various terms keep changing until the final agreement is made, this clause
prevents the parties from claiming something different than that is agreed in
the present agreement. A sample entire agreement clause may be stated as:
“The Agreement contains the entire and final agreement and understanding
between the Parties and is the complete and exclusive statement of its
terms. The Agreement supersedes all prior agreement and negotiations,
whether oral or written, in connection therewith.”
Limitation of liability
The Limitation of Liability clause is one of the best ways to ensure the
financial and legal protection of the Agreement. It is very important to
explicitly draft the liabilities clause to protect the parties from liability in
certain situations and to monitor the amount of damages that can be claimed
by the other party. A sample Limitation of Liability clause is:
Conclusion
Like any other agreement E-commerce Vendor agreement also needs a valid
consideration in return for the services offered. This agreement is made
between an e-commerce vendor and an online shop owner. There are many
clauses like the name clause, recitals, parties clause, term and terminations
clause, etc. which are part of any basic agreement and also forms part of this
agreement. Clauses like obligation of Vendor, Company reserves rights are
some of the clauses that are common only in such kind of vendor’s
agreements. It is always suggested to include provisions that are mutually
agreed between the parties to have a healthy business relation.
https://www.etcokart.com/agreement/etco_agreement.pdf
References
1. http://upcounsel.com/vendor-agreement-for-e-
commerce#:~:text=A%20vendor%20agreement%20for
%20e-commerce%20is%20a%20contract%20made,usually
%20on%20an%20ongoing%20basis
2. https://www.legalbites.in/e-commerce-e-contract/
3. https://www.aapkaconsultant.com/blog/vendor-agreement-
format-for-e-commerce-in india/#:~:text=A%20Vendor
%20Agreement%20is%20an,be%20performed%20by%20the
%20vendor
https://t.me/joinchat/J_0YrBa4IBSHdpuTfQO_sA
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