Vendor / Supplier Agreement

VENDOR / SUPPLIER AGREEMENT

This Vendor/Supplier Agreement ("Agreement") is entered into as of [●] between:

1. [BUYER COMPANY NAME], a company incorporated under the Companies Act, 2013, CIN [●], having its registered office at [ADDRESS], GST No. [●] ("Buyer"); and

2. [VENDOR COMPANY NAME], a company incorporated under the Companies Act, 2013, CIN [●], having its registered office at [ADDRESS], GST No. [●] ("Vendor").

1. SCOPE
The Vendor agrees to supply the following goods/services to the Buyer ("Supplies"):
[DESCRIBE GOODS/SERVICES]

This Agreement is a framework agreement. Individual transactions shall be governed by Purchase Orders ("POs") issued by the Buyer and accepted by the Vendor.

2. PURCHASE ORDERS
2.1 The Buyer shall issue POs specifying: quantity, specification, price, delivery date, and delivery location.
2.2 The Vendor shall confirm acceptance of each PO within [2] business days. Silence beyond this period shall not constitute acceptance.
2.3 In case of conflict between this Agreement and a PO, this Agreement shall prevail unless the PO expressly overrides a specific clause.

3. PRICING
3.1 Prices shall be as agreed in each PO or as per the Rate Card attached as Schedule A.
3.2 Prices are [inclusive / exclusive] of GST. GST shall be charged at the rate applicable at the time of supply.
3.3 Prices shall remain fixed for [●] months. Any revision requires [30] days' written notice.

4. PAYMENT TERMS
4.1 The Buyer shall pay undisputed invoices within [●] days of receipt of invoice along with satisfactory delivery.
4.2 Payment shall be by NEFT/RTGS to the Vendor's bank account on record.
4.3 The Buyer may withhold payment for disputed invoices, provided it gives written notice of the dispute within [7] days of receipt of invoice.
4.4 Late payment interest: [●]% per annum on amounts outstanding beyond the payment period.

5. DELIVERY
5.1 The Vendor shall deliver Supplies to [DELIVERY LOCATION] by the date specified in each PO.
5.2 Time is of the essence. Delay beyond [●] days entitles the Buyer to cancel the relevant PO and/or deduct a penalty of [●]% of the PO value per week of delay, up to a maximum of [●]%.
5.3 Risk of loss passes to the Buyer upon delivery and acceptance at the designated delivery point.

6. QUALITY AND INSPECTION
6.1 All Supplies shall conform to the specifications set out in Schedule B and applicable IS/ISO standards.
6.2 The Buyer shall have [7] days from delivery to inspect and accept or reject Supplies.
6.3 Rejected Supplies shall be returned at the Vendor's cost and replaced within [●] days.

7. WARRANTIES
7.1 The Vendor warrants that all Supplies: (a) conform to agreed specifications; (b) are free from defects in material and workmanship; (c) do not infringe any third-party intellectual property rights; (d) comply with applicable Indian laws and regulations.
7.2 Warranty period: [●] months from the date of delivery/acceptance.

8. INDEMNIFICATION
The Vendor shall indemnify, defend, and hold harmless the Buyer and its officers from all losses, damages, and costs (including legal fees) arising from: (a) breach of this Agreement by the Vendor; (b) defective Supplies; (c) infringement of third-party IP rights; (d) Vendor's negligence or wilful misconduct.

9. LIMITATION OF LIABILITY
Neither Party's total liability shall exceed the total value of Supplies delivered in the [3] months preceding the claim. Neither Party shall be liable for indirect or consequential damages.

10. CONFIDENTIALITY
Both Parties shall keep confidential all pricing, specifications, business terms, and other non-public information exchanged under this Agreement.

11. TERMINATION
11.1 Either Party may terminate this Agreement by giving [30] days' written notice without cause.
11.2 Either Party may terminate immediately upon material breach if such breach is not cured within [15] days of written notice.
11.3 Termination shall not affect outstanding POs already accepted by the Vendor.

12. FORCE MAJEURE
Neither Party shall be liable for delay or failure caused by events beyond its reasonable control (including natural disasters, war, government actions, epidemics). The affected Party must notify the other within [5] days and use reasonable efforts to resume performance.

13. GOVERNING LAW
This Agreement is governed by the laws of India including the Indian Contract Act, 1872, and the Sale of Goods Act, 1930. Disputes shall be referred to arbitration at [CITY] under the Arbitration and Conciliation Act, 1996.

IN WITNESS WHEREOF:

For Buyer:
Signature: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________

For Vendor:
Signature: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________