DROPSHIPPING AGREEMENT

This Dropshipping Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE WHOLESALER], having registered office at [INSERT ADDRESS OF THE WHOLESALER] (hereinafter referred as the “Wholesaler” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);And

[INSERT NAME OF THE RETAILER], having registered office at [INSERT ADDRESS OF THE RETAILER] (hereinafter referred as the “Retailer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Wholesaler and the Retailer shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Retailer wishes to sell and promote the products offered by the Wholesaler on their website located at [INSERT URL OR LINK OF THE WEBSITE] and agrees to give all sales and/or orders resulting from the previously mentioned products solely to Wholesaler (the “Dropshipping”);
2. The wholesaler is responsible for paying commissions to the Retailer for all the sales procured;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. ROLE OF WHOLESALER
   1. The Wholesaler will provide product fulfillment for all sales obtained by Retailer in regards to products supplied by Wholesaler. Wholesaler is not involved in the actual transaction between the Retailer and Retailer’s Customer (the “Customer”). Wholesaler is not the agent of either the Retailer or the Customer.
   2. Wholesaler shall be transparent in the shipping process and each package sent to the Customer will appear to have come from the Retailer directly.
   3. Wholesaler will provide a [INSERT THE NUMBER OF DAYS FOR RETURN ] day return policy during which a Customer may return the item or product in an unused condition, unless agreed otherwise prior to return. Wholesaler will also provide a return/refund policy for any damaged or defective items as long as any claims are placed within [INSERT THE NUMBER OF DAYS WITHIN WHICH THE CLAIMS CAN BE RAISED] days of the item being received.
2. PAYMENT, FEES AND COMMISSION
   1. At the end of each business day, the Retailer shall notify Wholesaler about the total sales and forward the funds through [INSERT THE MODE OF PAYMENT].
   2. Wholesaler will provide Retailer with the price which shall be charged for each item, shipping amounts and any and all other charges which may be due in affiliation with each item. The Retailer will pay all fees and charges incurred with each item shipped by the Wholesaler directly to the Customer.
   3. The price the Retailer charges for each item on its website shall be left solely to the Retailer’s discretion.
   4. Wholesaler is responsible for paying commissions to the Retailer of [INSERT THE PERCENTAGE ALLOCATED AS COMMISSIONS] % of total sales proceed. The commission shall be paid through [INSERT THE MODE OF PAYMENT] every [INSERT PAYMENT SCHEDULE].
   5. Retailer agrees that it is the sole responsibility of Retailer to collect, report, and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Wholesaler’s products.
3. TERM
   1. The term of this Agreement will be [INSERT TERM OF THE AGREEMENT] years (the “term”).
4. RELATIONSHIP
   1. It is understood by both the parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties.
5. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
   1. The parties understand that some information may be of a confidential and sensitive nature. The parties agree not to discuss or disclose information associated with this Agreement.
6. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
7. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
8. INDEMNIFICATION
   1. Parties shall be indemnified and held harmless by the other party from and against any and all claims of any nature, whatsoever, arising out of the other Party's performance.
   2. A Party shall not be entitled to indemnification under this section for liability arising out of gross negligence or wilful misconduct of the Party or the breach by the Party of any provisions of this Agreement.
9. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
10. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY WHICH WILL GOVERN THIS AGREEMENT]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISAGREEMENT OR DISPUTE].
11. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. WHOLESALER: [INSERT THE EMAIL ID OR/AND ADDRESS OF WHOLESALER]
       2. RETAILER: [INSERT THE EMAIL ID OR/AND ADDRESS OF RETAILER]
12. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
13. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Wholesaler

Name: [NAME OF WHOLESALER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH WHOLESALER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Retailer

Name: [NAME OF RETAILER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH RETAILER SIGNS THE AGREEMENT]