ਆਪਣੀ ਜਾਣਕਾਰੀ ਭਰੋ

VENDOR AND SUPPLY AGREEMENT

Agreement for the regular supply of goods by a vendor to a business buyer

1. 1. Parties and purpose. This Agreement is made on __________ at __________ between __________, __________, whose business address is __________ (the Buyer), and __________, __________, whose business address is __________ (the Vendor). The Vendor agrees to supply, and the Buyer agrees to buy, the goods described below on the terms of this Agreement, for the Buyer's business of __________.

1. 2. The goods. The goods are __________ (the Goods). The specification, quality, brand, size and any sample the Goods must match are: __________ The Vendor will supply the Goods to that specification and to the standard of merchantable quality, and will not substitute another make, grade or size without the Buyer's written consent.

1. 3. Price list. The prices of the Goods are set out in the price list in the Schedule at the end of this Agreement. __________ The Schedule forms part of this Agreement, and if the Schedule and a clause disagree about a price, the Schedule prevails.

1. 4. Term. This Agreement starts on __________ and continues for __________ months, unless it ends sooner under this Agreement. __________

1. 5. This is not a promise to buy a fixed quantity. __________ Unless the clause above says otherwise, the Buyer is bound to pay only for Goods that it has ordered under this Agreement, and an estimate or forecast that the Buyer gives is a guide to planning and does not bind the Buyer to order it.

1. 6. How orders are placed. The Buyer will order the Goods by a written purchase order __________. Each order will state the Goods, quantity, delivery date and place, and the order number. An order is accepted when the Vendor confirms it in writing, or when the Vendor starts to prepare it, or when __________ days pass without the Vendor rejecting it, whichever happens first. The Vendor will not reject an order that is within the quantities and lead time agreed in this Agreement.

1. 7. Lead time. The Vendor will deliver each order within __________ days of accepting it, or by the date the order states if that is later. Time for delivery is of the essence of this Agreement.

1. 8. Delivery. The Vendor will deliver the Goods to __________ on the terms: __________ The Vendor will send a delivery challan with each consignment, showing the order number, the Goods and the quantity, and the Buyer's store keeper or other authorised person will sign and date it on receipt.

1. 9. Part and early delivery. The Buyer may refuse a consignment that arrives before the date in the order, or may accept it and hold it at the Vendor's risk. The Buyer need not accept part delivery of an order, but if it does, it does not give up its right to the rest.

1. 10. Packing and marking. The Vendor will pack the Goods so that they reach the Buyer undamaged in the ordinary course of carriage, and will mark each package with the order number, the contents and the weight. __________

1. 11. Risk and ownership. __________

1. 12. Inspection. The Buyer may inspect the Goods on delivery and for __________ days afterwards. The Buyer will tell the Vendor in writing of any shortage, damage or fault that it finds, with enough detail for the Vendor to identify it. Payment of an invoice, or use of part of the Goods, does not stop the Buyer from rejecting Goods which do not match the order or this Agreement.

1. 13. Rejected Goods. If any Goods are rejected, the Vendor will, at its own cost and within __________ days of the Buyer's notice, collect and replace them with Goods that conform, or credit the price of them in full, as the Buyer chooses. __________ The Buyer will keep rejected Goods with reasonable care until they are collected.

1. 14. Price. The Buyer will pay the price in the Schedule for the Goods accepted. The prices __________

1. 15. Price changes. __________ A change of price is effective only if both parties sign it, and applies only to orders placed after the date it is signed.

1. 16. Taxes. All prices are exclusive of goods and services tax. The Vendor will add the tax at the rate in force on the date of supply and will show it separately on the tax invoice, with the Vendor's registration number. Each party bears its own income tax.

1. 17. Invoices. The Vendor will send a tax invoice for each consignment after delivery, quoting the order number and challan number. __________ An invoice that does not follow this clause may be returned for correction, and the time for payment runs from the corrected invoice.

1. 18. Payment. The Buyer will pay each invoice within __________ days from the day of acceptance of the Goods, by __________.

1. 19. Interest on late payment. If the Buyer does not pay an undisputed invoice on time, it will pay interest on the unpaid amount at __________ per cent a year from the due date to the date of payment. __________

1. 20. Disputed invoices. If the Buyer disputes part of an invoice in good faith, it will pay the part that is not disputed on time and tell the Vendor in writing, within __________ days of receiving the invoice, what is disputed and why. The parties will try to settle the dispute within thirty days, and the disputed part is paid when it is settled.

1. 21. Set-off. The Buyer may set off against any sum due to the Vendor under this Agreement any sum that the Vendor owes the Buyer under it, after giving written notice with the particulars.

1. 22. Advance payment. __________

1. 23. Warranty. The Vendor promises that the Goods will be new, free of defects in material and workmanship, fit for the purpose for which the Buyer has told the Vendor it will use them, and that the Vendor has the right to sell them. The warranty lasts for __________ months from delivery.

1. 24. Remedy for a warranty breach. If a Good fails the warranty during the warranty period, the Vendor will, at its own cost and within __________ days of the Buyer's notice, repair or replace it or credit its price. This does not take away the Buyer's right to claim damages for a loss that the repair or replacement does not make good.

1. 25. Compliance with law. The Vendor will carry on its business, and make and supply the Goods, in accordance with every law that applies to them, including the laws on weights and measures, product safety, labelling and packaging and the payment of its workers. The Vendor will hold every licence and registration that it needs for the supply, and will give the Buyer a copy on request.

1. 26. Exclusivity. __________

1. 27. Confidentiality. Each party will keep confidential the other's business information that it receives under this Agreement, including prices, drawings, specifications, customer lists and order volumes, will use it only for this Agreement, and will not tell any other person unless the law requires it. This duty continues for __________ years after this Agreement ends. It does not cover information that is public without a breach of this clause or that the receiving party already had.

1. 28. Intellectual property. Any drawing, design, mark, artwork or specification that the Buyer gives the Vendor remains the Buyer's, and the Vendor will use it only to make the Goods for the Buyer. The Vendor promises that the Goods, as sold to the Buyer, do not infringe any other person's patent, design, copyright or trade mark.

1. 29. Insurance. __________

1. 30. Late delivery. If the Vendor delivers late, other than for a reason that clause 'Events beyond control' excuses, the Vendor will pay the Buyer __________ per cent of the price of the late Goods for each full week of delay, up to __________ per cent of that price. The parties agree that this is a fair estimate of the Buyer's loss from delay, which would be hard to prove, and not a penalty. Payment of it does not take away the Buyer's right to end the order if the delay lasts more than __________ days.

1. 31. Quality control and samples. Before the first delivery the Vendor will give the Buyer a sample of each Good for approval, and the Buyer will say in writing within __________ days whether it is approved. Once a sample is approved, the Goods will match it. The Vendor will keep its own quality records for each batch, showing the batch number and the date of making, and will let the Buyer see them on reasonable notice during working hours.

1. 32. Faults found after use. If a fault appears in Goods that have been used or sold on, the Vendor will, on written notice from the Buyer, help to trace the batch, and will withdraw and replace the other Goods of the same batch that the Buyer has not yet used. The Vendor will bear the reasonable cost of recalling Goods of a faulty batch from the Buyer's customers where the fault is the Vendor's.

1. 33. Shortage of supply. If the Vendor cannot supply all the Goods that the Buyer has ordered, it will tell the Buyer at once and will share what it can supply fairly among its customers, giving the Buyer no less than its fair share on the basis of its orders. The Buyer may buy the missing quantity elsewhere, and the Vendor will not be liable for that except for the extra cost of the substitute Goods up to the amount of the Vendor's price for the shortfall, if the shortage is not excused by the clause on events beyond control.

1. 34. Records. The Vendor will keep its records of the orders, deliveries, invoices and payments under this Agreement for __________ years after the end of the year to which they relate, and will give the Buyer copies of them that it reasonably asks for to check an invoice or a claim.

1. 35. Personal data. Each party will use the personal data of the other's staff and contacts that it receives under this Agreement, such as names, telephone numbers and email addresses, only to perform this Agreement, will keep it safe, and will not pass it to any other person except as the law requires. Each party will erase it when it is no longer needed, in line with the Digital Personal Data Protection Act, 2023.

1. 36. Governing law. This Agreement is governed by the laws of India, and the Indian Contract Act, 1872 and the Sale of Goods Act, 1930 apply to it.

1. 37. Liability. Each party is liable to the other for loss that results from its breach of this Agreement and that could reasonably have been expected when it was made. Neither party is liable for loss of profit or indirect loss, except in the case of fraud or wilful default. __________

1. 38. Indemnity. The Vendor will make good to the Buyer any claim by a third person, and the cost of defending it, that arises from a defect in the Goods or from the Vendor's breach of clause 'Compliance with law', as long as the Buyer tells the Vendor promptly and lets the Vendor help to defend it.

1. 39. Events beyond control. A party is not in breach for a delay or failure that results from an event beyond its reasonable control, such as flood, fire, riot, a government order or a general strike, if it tells the other party at once in writing and does what it reasonably can to reduce the delay. If the event goes on for more than __________ days, either party may end the affected order by written notice, and the Buyer pays only for Goods already delivered and accepted.

1. 40. Ending the Agreement. Either party may end this Agreement without giving a reason by giving __________ days' written notice to the other. Orders accepted before the notice are still to be performed unless both parties agree otherwise.

1. 41. Ending for breach. Either party may end this Agreement at once by written notice if the other commits a material breach and, where it can be put right, does not put it right within __________ days of a written notice asking it to; or if the other becomes insolvent or stops carrying on business. Repeated late delivery or repeated delivery of Goods that do not conform is a material breach.

1. 42. What happens on ending. When this Agreement ends, the Buyer will pay for Goods delivered and accepted, the Vendor will deliver any Goods already confirmed in orders that the Buyer asks it to complete, and each party will return or destroy the other's confidential information. The clauses on warranty, liability, indemnity, confidentiality and disputes continue after the end.

1. 43. Disputes: talks first. If a dispute arises, the parties will first try to settle it by talks between a senior person of each party, and a party may start those talks by written notice to the other. If the dispute is not settled within thirty days of that notice, it will be referred to arbitration as below.

1. 44. Arbitration. __________ The language of the arbitration is English. The award will be reasoned and will bind the parties. This clause is an arbitration agreement in writing for the purposes of section 7 of the Arbitration and Conciliation Act, 1996.

1. 45. Courts. Subject to the clause on arbitration, the courts at __________ alone have jurisdiction over any matter arising from this Agreement, including an application for interim relief or to enforce or set aside an award.

1. 46. Notices. A notice under this Agreement must be in writing and delivered by hand, by registered post or by courier to the party's address at the head of this Agreement, or by email to __________ for the Buyer and __________ for the Vendor. A notice is received when it is delivered, or on the day after it is emailed if no message reports that it failed. A party may change its address by notice.

1. 47. Contacts. For day-to-day matters, orders and delivery, the Buyer's contact is __________ and the Vendor's contact is __________. A contact cannot change this Agreement.

1. 48. No assignment. Neither party may assign this Agreement, or hand over its performance to another, without the other's written consent. The Vendor may not subcontract the making of the Goods without the Buyer's written consent, and remains liable for any subcontractor.

1. 49. Whole agreement. This Agreement, with the Schedule and the accepted purchase orders, is the whole agreement between the parties on its subject and replaces any earlier talks or letters. A term in the Vendor's quotation or in the Buyer's purchase order that conflicts with it does not apply. A change to this Agreement must be in writing and signed by both parties.

1. 50. General. If any clause is found to be invalid, the rest continues. A party that does not insist on a right on one occasion does not give it up for other occasions. The parties are independent contractors, and nothing here makes them partners, agents or employees of each other. The parties may sign copies, each of which is an original.

1. 51. Papers to attach and how this is kept. Each party has attached to its copy a copy of the other party's proof of identity or business registration, the Vendor's GST certificate if it has one, the Vendor's Udyam certificate if it has one, and the price list. The parties sign two original copies on stamp paper bought in the name of the party the parties choose, and each keeps one.

SCHEDULE: PRICE LIST AND ORDER DETAILS

__________

ANNEXURE: PAPERS ATTACHED

__________

LEGAL BASIS

Punjab: The Indian Contract Act, 1872 governs this Agreement: it is a contract under section 10, damages for its breach follow section 73, and a sum named as the loss payable on breach is dealt with under section 74. The Sale of Goods Act, 1930 applies to the sale of the Goods, including the implied condition of fitness and merchantable quality in section 16, delivery to a carrier in section 39 and the buyer's right to examine in section 41. Where the Vendor is a micro or small enterprise registered under the Micro, Small and Medium Enterprises Development Act, 2006, sections 15 and 16 of that Act limit the agreed period for payment to forty-five days and add compound interest at three times the bank rate notified by the Reserve Bank of India. An agreement to arbitrate is made under section 7 of the Arbitration and Conciliation Act, 1996, and an application to set aside an award goes under section 34 to the civil court having jurisdiction, with an appeal to the District Judge or the Punjab and Haryana High Court. It is chargeable with stamp duty as an agreement under Article 5 of Schedule I-A to the Indian Stamp Act, 1899, and is not compulsorily registrable under section 17(1)(b) of the Registration Act, 1908, since it creates no interest in immovable property; the Sub-Registrar of the area decides the stamp question if the document is later presented.

Chandigarh: The Indian Contract Act, 1872 (sections 10, 73 and 74), the Sale of Goods Act, 1930 (sections 16, 39 and 41) and the Arbitration and Conciliation Act, 1996 (section 7 for the agreement and section 34 for setting aside an award) apply in the Union Territory in the same terms, as do sections 15 and 16 of the Micro, Small and Medium Enterprises Development Act, 2006 where the Vendor is a registered micro or small enterprise. A dispute that is not referred to arbitration is heard by the civil court at Chandigarh, with an appeal to the District Judge, Chandigarh, or the Punjab and Haryana High Court. The agreement is stamped under the Chandigarh Administration's table, as an agreement under Article 5 of Schedule I-A to the Indian Stamp Act, 1899, and is not compulsorily registrable under section 17(1)(b) of the Registration Act, 1908; the Sub-Registrar at Chandigarh decides the stamp question if the document is later presented.

PERSONAL DATA NOTICE

This notice is given under the Digital Personal Data Protection Act, 2023.

The purpose of collecting the personal data in this agreement is to identify the buyer and the vendor and the persons who sign for them, record the terms of the supply and let the agreement be performed and, if need be, enforced.

The record will be held by __________ and may be shared with the other party, the signatories' advisers and accountants, the bank paying or receiving money under it, the tax authorities as the law requires, and the arbitrator or court that decides a dispute.

If the matter does not proceed, the personal data will be retained for 90 days and then erased. If the matter proceeds, the record will be retained for the transaction or authority matter plus 12 months, except where a statute requires a longer named retention period.

A person named in this document may request correction or erasure where the purpose has ended, withdraw consent for future consent-based processing, or raise a grievance by writing to __________. The record-holder should acknowledge and reply within 30 days.

Data minimisation: this document does not collect a full Aadhaar number, an Aadhaar-card copy, a password or bank credentials.

Personal-data instruction: __________.

SIGNATURE

 
 
______________________________
Signature
For the Buyer: __________, by __________
Place: ____________________
Date: ____________________

 
 
______________________________
Signature
For the Vendor: __________, by __________
Place: ____________________
Date: ____________________

WITNESSES