Selling Agreement

1. Definitions & Interpretation

1.1 Defined Terms

  • Agreement: This Wholesale Vendor Agreement including all schedules and appendices.
  • Business Day: Monday to Friday, excluding public holidays in India.
  • Confidential Information: Sales data, customer information, pricing strategies, technical specifications, and business processes.
  • Defective Products: Products that are damaged, incorrect, or not as described.
  • Force Majeure Event: Events beyond reasonable control including natural disasters, war, strikes, government actions, and pandemics.
  • Intellectual Property Rights: Patents, copyrights, trademarks, trade secrets, and other proprietary rights.
  • Order: A binding purchase order from an approved wholesale buyer.
  • Products: Apparel, jewellery, jeans, and other items listed in Schedule 1.
  • Vendor: The supplier of Products to Shreemati.
  • Shreemati Platform: www.shreemati.com and associated systems.

1.2 Interpretation Rules

  • References to statutes include amendments and re-enactments.
  • “Including” means including without limitation.
  • Headings are for convenience only and do not affect interpretation.

2. Term and Termination

2.1 Term

This Agreement commences on the Effective Date and continues for 12 months, automatically renewing for successive 12-month periods unless terminated per Section 2.2.

2.2 Termination Rights

2.2.1 Termination for Cause

Either party may terminate immediately if the other:

  • Becomes insolvent or enters administration.
  • Breaches material terms and fails to cure within 30 days of notice.
  • Engages in fraudulent or illegal activities.

2.2.2 Termination for Convenience

  • Shreemati may terminate with 60 days written notice.
  • Vendor may terminate with 90 days written notice.

2.2.3 Effects of Termination

  • Vendor must complete all pending Orders.
  • Shreemati will pay for all accepted Products.
  • Vendor must return all Confidential Information.
  • Rights and obligations that by nature should survive will remain in effect.

3. Vendor Onboarding and Qualification

3.1 Application Process

Vendor must provide:

  • Business registration certificates
  • Tax identification numbers
  • Quality certifications relevant to Products
  • Proof of insurance coverage
  • Bank references and financial statements

3.2 Quality Standards

  • Products must meet specifications in Schedule 2.
  • Vendor must maintain quality control processes.
  • Regular quality audits by Shreemati permitted with 14 days notice.

3.3 Ongoing Qualification

Vendor must maintain:

  • Minimum customer satisfaction rating of 4.5/5
  • On-time delivery rate of 95% or higher
  • Return rate below 2% for non-defective Products

4. Product Listing and Catalog Management

4.1 Listing Requirements

Vendor must provide for each Product:

  • High-resolution images (minimum 1000×1000 pixels)
  • Detailed descriptions and specifications
  • Accurate sizing charts and care instructions
  • Compliance labels and certifications

4.2 Inventory Management

  • Vendor must maintain real-time inventory updates
  • Stock-out situations must be communicated 48 hours in advance
  • Minimum stock levels as specified in Schedule 3

4.3 Product Information Warranty

Vendor warrants that all Product information is:

  • Accurate and not misleading
  • Compliant with applicable laws
  • Non-infringing of third-party rights

5. Pricing and Payment Terms

5.1 Wholesale Pricing

  • Prices as specified in Schedule 4
  • 90 days notice for price increases
  • Most-favored-nation clause: Vendor cannot offer better terms to competitors

5.2 Payment Terms

  • Net 45 days from date of invoice
  • Electronic funds transfer only
  • Deductions for agreed charges and returns

5.3 Taxes and Duties

Vendor responsible for:

  • All export/import duties
  • Goods and Services Tax (GST)
  • Other applicable taxes and levies

6. Order Processing and Fulfillment

6.1 Order Acceptance

  • Vendor must accept or reject Orders within 24 hours
  • Accepted Orders become binding
  • Rejections require valid business reason

6.2 Shipping and Delivery

  • Vendor responsible for shipping to Shreemati’s warehouse
  • Delivery timelines as per Schedule 5
  • Risk passes upon delivery to Shreemati’s facility

6.3 Cancellation and Changes

  • Order cancellations subject to restocking fee of 15%
  • Changes require mutual agreement
  • Force Majeure provisions apply

7. Returns and Refunds

7.1 Defective Products

  • Vendor responsible for all Defective Products
  • Return shipping at Vendor’s expense
  • Replacement or refund at Shreemati’s option

7.2 Customer Returns

  • Vendor bears cost of accepted customer returns
  • Restocking fee may apply per Schedule 6
  • Disputed returns subject to quality inspection

7.3 Return Process

  • Returns must be processed within 14 days
  • Credit memos issued for approved returns
  • Quarterly reconciliation required

8. Marketing and Promotions

8.1 Cooperative Marketing

  • Vendor may contribute to marketing funds
  • Joint promotional activities encouraged
  • Brand usage guidelines in Schedule 7

8.2 Pricing Consistency

  • Vendor must maintain consistent pricing across channels
  • Participation in platform promotions expected
  • MAP (Minimum Advertised Price) policies apply

9. Intellectual Property

9.1 Vendor IP

Vendor retains ownership of:

  • Product designs and trademarks
  • Manufacturing processes and trade secrets
  • Marketing materials and brand assets

9.2 License Grant

Vendor grants Shreemati:

  • Non-exclusive license to use Vendor IP for sale and promotion
  • Right to display and market Products
  • Permission to use Vendor brand in marketing materials

9.3 IP Warranty and Indemnification

Vendor warrants:

  • No infringement of third-party IP rights
  • Full authority to grant licenses herein
  • Agreement to indemnify Shreemati for IP claims

10. Data Protection and Privacy

10.1 Data Handling

  • Both parties comply with applicable data protection laws
  • Customer data used only for order fulfillment
  • Data processing agreement in Schedule 8

10.2 Security Requirements

  • Encryption of sensitive data
  • Regular security assessments
  • Breach notification within 24 hours

11. Insurance and Liability

11.1 Insurance Requirements

Vendors are required to maintain, at their own cost, the following insurance policies during their engagement with the Platform. The minimum coverage values may be determined pro-rata to the average monthly billing or invoice value of the vendor’s transactions through the Platform, subject to applicable laws and the vendor’s individual business risk profile.

(a) Product Liability Insurance

  • Coverage: Equivalent to not less than three (3) times the average invoice value of the vendor’s monthly sales on the Platform.
  • Purpose: Protects against claims arising from injury, property damage, or loss caused by defective, unsafe, or mislabeled products sold through the Platform.
  • Compliance Note: Vendors dealing in high-risk product categories must maintain active product liability coverage in accordance with the Consumer Protection Act 2019 and allied rules.

(b) General Commercial Liability (Public Liability)

  • Coverage: Pro-rated to annual sales turnover on the Platform or equivalent to the average quarterly sales value, whichever is higher.
  • Purpose: Covers bodily injury, property damage, or accidents occurring at the vendor’s business premises, warehouses, or during shipment.
  • Applicable Law: Public Liability Insurance Act 1991 (particularly if hazardous or regulated materials are handled).

(c) Cyber Liability / Data Protection Insurance

  • Coverage: At least equal to the vendor’s average monthly gross transaction value (GTV) on the Platform.
  • Purpose: Covers losses from data breaches, ransomware, unauthorized system access, or exposure of buyer/vendor information collected through the Platform.
  • Recommended For: Vendors who store buyer data, operate third-party payment integrations, or manage multiple online stores.

(d) Proof of Insurance

  • Vendors shall provide current copies of insurance certificates or policy schedules to the Platform upon request.
  • Any lapse, cancellation, or material change in coverage must be communicated to the Platform within ten (10) days.

(e) Platform Disclaimer

  • The Platform does not insure vendor inventory, packaging, or goods in transit unless expressly covered under a separate logistics or cargo insurance program.
  • Vendors remain solely responsible for maintaining adequate and proportionate insurance coverage aligned with their product category and transaction volumes.

12. Dispute Resolution

12.1 Escalation Process

  • Senior management discussion required
  • Mediation before arbitration
  • 60-day resolution period

12.2 Governing Law and Jurisdiction

  • Governing law: Laws of India
  • Exclusive jurisdiction: Courts in Indore, India
  • Arbitration rules: Indian Arbitration and Conciliation Act

13. Miscellaneous

13.1 Notices

  • Formal notices via email and registered post
  • 3 Business Day deemed receipt period
  • Contact details in Schedule 9

13.2 Assignment

  • No assignment without written consent
  • Change of control requires notification
  • Successors and assigns bound

13.3 Severability

  • Invalid provisions severed without affecting remainder
  • Parties to negotiate replacement terms

13.4 Entire Agreement

  • Supersedes all prior agreements
  • Modifications in writing only
  • Schedules integral part of Agreement

Schedules

Schedule 1: Product Categories and Specifications

[List of approved product categories with detailed specifications]

Schedule 2: Quality Standards and Testing Requirements

[Quality benchmarks, testing protocols, and compliance requirements]

Schedule 3: Inventory Management and Stock Levels

[Minimum stock levels, reorder points, and inventory reporting requirements]

Schedule 4: Pricing Structure and Discounts

[Wholesale pricing, volume discounts, and promotional pricing terms]

Schedule 5: Shipping and Delivery Requirements

[Shipping methods, delivery timelines, and packaging specifications]

Schedule 6: Returns Management and Fees

[Return authorization process, restocking fees, and return shipping arrangements]

Schedule 7: Brand Usage and Marketing Guidelines

[Trademark usage rules, marketing compliance, and promotional requirements]

Schedule 8: Data Processing Agreement

[Data protection terms, security requirements, and privacy compliance]

Schedule 9: Contact Information and Notices

[Legal contacts, operational contacts, and notice procedures]

Execution & E-Stamping / Digital Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Shreemati E-Shopee [Vendor Company Name]
By: ___________________ By: ____________________
Name: __________________ Name: __________________
Title: _________________ Title: _________________
Date: _________________ Date: _________________

Digital / E-Stamping Option:

  1. Parties may sign using a certified e-signature provider (e.g., DocuSign, Adobe Sign, or Indian eSign via NSDL/UIDAI).
  2. E-stamped PDF to be stored by both parties as legal evidence.
  3. E-signature is legally binding under Indian IT Act 2000 and subsequent amendments.