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This Supplier agreement is made on this day of 201_ (“Effective Date”) at New Delhi
between , a company incorporated under the Companies Act, 1956/2013, having
its registered office at ______________________________________________(here in after
referred to as, “Supplier”1, which expression shall, unless repugnant to the context or meaning
thereof include and be deemed to include its nominees, successors and assigns of the FIRST
PART; further details of Supplier are mentioned in Annexure B 1of the agreement.
AND
Mogli Labs India Private Limited, a company incorporated under the Companies Act, 2013,
having its registered office at Regus Business Centre (Delhi) Pvt. Ltd, Level-2, Elegance Tower,
Mathura Road, Jasola, New Delhi -110025 (hereinafter referred to as, “Moglix”2) which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and
include all its successors and permitted assigns shall constitute the SECOND PART.
Both Supplier and Moglix shall hereinafter be referred to as the “Party” individually and, as the
“Parties” collectively, as the context may require.
WHEREAS
1. Moglix owns and operates an online market place on the website, located at the URL
www.moglix.com (the “Website”)3 which acts as an online platform for different suppliers
to sell their products and, for different buyers to access variety of products and to purchase
the products offered by suppliers;
2. As a part of the registration process, Moglix requires the Supplier to agree to the terms
and conditions, for the purpose of offering for sale and selling the Products, dispatching the
Products purchased by a Customer4, in addition to, accessing and using the Supplier
Gateway5 on the Website as detailed in this Agreement.
3. The agreement6 shall be valid for one year from the date of signing, post which the
agreement shall have to be renewed.
4.
The Supplier is engaged in the business of Distribution. The Supplier represents and
warrants that it has an absolute right to sell the products through offline and, online modes
of distribution channel and, there is no prohibition on the Supplier in this regard. Further,
Supplier also represents and warrants that it has necessary authorization and permission
from the manufacturer of the products to allow third parties to sell the products through all
modes of distribution channels.
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NOW THEREFORE, in consideration of the payments and, mutual covenants and premises
herein set forth, the parties hereby agree to the terms and conditions as defined below:
(i) DEFINITIONS
(a) “Agreement” shall mean this Agreement, along with its Annexures shall include any
subsequent written modifications and amendments there to in mutually agree to in writing
and signed by the parties.
(b) “Supplier” shall mean the entity incorporated or otherwise more specifically described here
in above, which sells its products through the Moglix website and more particularly
described in the attached agreement.
(c) “Product” shall mean merchandise items of the Supplier put up for sale on the Moglix
website by the supplier.
(d) Moglix “website / Company” shall mean a virtual electronic store created on the Moglix
Shopping online portal (URL: www.moglix.com) for sale of the Supplier’s Products either
through web site of the Company or any other gadget or instrument displaying the
particulars of the Supplier’s Products available for sale, or any other means by which the
Customer places an order for the Product of the Supplier.
(e) “Customer” shall mean any individual, group of individuals, firm, company or any other
entity placing an order for the Products of Moglix website.
(f) “Selling Price” shall mean the cost at which the products are to be delivered to customer
inclusive of shipping taxes, if any.
(g) “Material Breach” means any act of fraud, dishonesty or other serious misconduct.
(h) “Purchase order (PO) / Challan” is a commercial document and first official offer issued by
a buyer to a seller, indicating types, quantities, and agreed prices for products or services. It
is used to control the purchasing of products and services from external customer. Customer
reserves the right to cancel the purchase at any time, albeit with reasoning. This would result
in corresponding cancellation of the created PO/ Challan for the purchase.
(i) “Supplier Gateway / Panel” – Details in Annexure C.
(ii) OBJECTIVE
(a) During the Term, Supplier shall accept and perform its obligations under the PO/ Challan72
issued from time to time through Moglix, with respect to the Products in accordance with
this Agreement.
(b) The Suppler shall be responsible and accountable for timely availability and delivery of
products as specified under this Agreement as per Mode of Fulfillment.
(c) In the event the Products provided by the Supplier are (i) not in conformity with this
Agreement or the Purchase Order/ Challan, or (ii) if Moglix discovers any deficiency in the
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products, it shall notify the same to the Supplier in writing and the Supplier shall either (i)
remove deficiencies from the Products supplied; or (ii) replace the products.
Hence this agreement is made and parties hereto agree to following terms and conditions:
2.2 Unless otherwise agreed by Moglix in writing, deliveries to Moglix warehouse until their
formal acceptance by Moglix, shall be made at the risk and costs of the Supplier, including
all expenses of packaging, storage and transportation of products i.e., deliveries shall be free
ramp, duty and tax paid.
2.3 Moglix shall take care of the First Mile logistics (by itself or through a 3rd Party Logistic
partner) as per the terms decided and Mode of Supply.
2.4 Payment shall be done within 30 business days from the date of dispatch of order. Any
exception shall have to be mutually agreed upon as and when required.
2.5 All the necessary tax liabilities have to be borne by the Supplier – any exception will be
mutually agreed upon.
2.6 Supplier is expected to manifest, pack and ready the orders for pickup at a predefined
address within 24 hours from the time of accepting the order. Supplier has to make sure that
the packaging is as per the defined Moglix Packaging Guidelines10Non-compliance shall be
liable for penalization.
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3. In case of Drop-Ship Fulfillment mode, Supplier has to execute product packaging at its end.
On the other hand, for dispatches under Moglix-Ship Fulfillment mode, it is the Supplier’s
responsibility to ensure basic packaging so that the products aren’t damaged during transit to
Moglix Fulfillment Centre when picked.
In case of Return & Cancellations by the customers, Return policy as per annexure A will be
applicable.
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6. Amendment
6.1 Moglix may amend the terms and conditions of this Agreement including the Commercial
Term segment and the Moglix Policies at any time. However, Moglix will notify supplier
about these changes prior to their implementation in its sole discretion, by way of
notification on the Supplier Gateway and/or by sending an email to the email ID provided in
the Supplier Registration Form. It is the Supplier’s responsibility to review amendment
notifications from time to time. The Supplier will be deemed to have accepted such
amendments if the Supplier continues to access the Website/Supplier Gateway after the
amendments are notified by Moglix.
7. Indemnity
7.1 Supplier partner hereby agrees to indemnify, defend and hold harmless Moglix, its
promoters, investors, employees, and affiliates from all third party claims arising out of or
relating to:
Duplicate or counterfeit products
Unauthorized to sell the products
Faulty or damaged products handed over by the supplier
Wrong goods (other than ordered) handed over by the supplier
Order Cancellation by the supplier or customer.
8. FORCE MAJEURE
(a) is prevented from or delayed in performing an obligation (other than to pay money) by a
Force Majeure Event;
(b) as soon as possible after the Force Majeure Event occurs, notifies the other party of full
particulars of:
- The action (if any) the Affected Party intends to take to mitigate
(c) prompt and diligent acts to mitigate or remove the Force Majeure
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(d) Event and its effect; then
(e) the obligation is suspended during, but for no longer than, the period for which the Force
Majeure Event continues and such further period as is reasonable in the circumstances; and
(f) if the Affected Party is prevented from or delayed in performing the obligation by the
Force Majeure Event for at least 90 days, either Party may, by written notice to the other
Party, terminate this contract.
9. Confidentiality:
9.1 Any information and data provided by Moglix to the Supplier and used by the supplier
directly or indirectly in the performance of this Agreement shall remain at all times the
property of the Moglix. It shall be identified, clearly marked and recorded as such by the
supplier on all media and in all documentation.
9.2 The supplier shall take all reasonable precautions to preserve the integrity and prevent any
corruption or loss, damage or destruction of Moglix’s data and information.
9.3 In the event of termination of this Agreement the supplier shall, when directed to do so, instruct
all its agents and sub-contractors to erase all information and data provided by Moglix.
9.4 All personal data acquired by supplier from Moglix, related to sales or customers, shall only
be used for the purposes of this Agreement and shall not be further processed under any
circumstances without written permission from Moglix and, shall be complied to as per the
Information Technology (Reasonable security practices and procedures and sensitive
personal data or information) Rules, 2011.
10.1 The signatory to the present agreement is having the right and full authority to enter into this
Agreement with the Firm and the agreement so executed is binding in nature.
10.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in
law against Supplier.
10.3 There are no proceedings pending against the Supplier, which may have a material adverse
effect on its ability to perform and meet the obligations under this Agreement;
10.4 It is an authorized business establishment and holds all the requisite permissions, authorities,
approvals and sanctions to conduct its business and to enter into present agreement with the Firm.
10.5 It shall, at all times ensure compliance with all the requirements applicable to its business
and for the purposes of this agreement including but not limited to Intellectual Property
Rights, GST, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and
Import duties, etc. It further declares and confirms that it has paid and shall continue to
discharge all its obligations towards statutory authorities.
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10.6 That it has adequate rights under relevant laws including but not limited to various
Intellectual Property Legislation(s) to enter into this Agreement with the Firm and perform
the obligations contained herein and that it has not violated/ infringed any intellectual
property rights of any third party.
10.7 It shall maintain details of all transaction and mark them complete/ incomplete as the case
may be and shall provide the same to the Firm upon demand.
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Supplier has been advised of the possibility of such damages, such as, but not limited to loss
of revenue or anticipated profits or loss business, unless such loss or damages is proven by
the Supplier to have been deliberately caused by the Firm.
12.3 Although, Post selling if supplier receives the broken / damaged product / tempered
packaging in case of Return to Origin (RTO), Reverse Pickup (RVP). Supplier has the right
to claim reimbursement. Claim amount will be reimbursed post mutual discussion between
supplier and Moglix.
12.4 At no point of Time Moglix Allow a seller or a group company of such seller to make more than
25% of the sales affected on the Moglix website.
14.1 Thisagreement is subject to exclusive jurisdiction of competent Courts of law at Delhi only.
14.2 The laws of Republic of India, as are in force, shall be applicable to present agreement.
14.3 The Firm is entitled to obtain ex-parte ad- interim injunction orders restraining the Supplier
to prevent any loss/anticipated loss either in material terms or in terms of intellectual
property or causing damage/loss/harm to reputation/goodwill of the Firm by the Supplier, its
representatives, associates or assigns.
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IN WITNESS WHEREOF the Parties here, to have entered into this Agreement, the day and
year herein above written.
Supplier: Moglix:
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ANNEXURE A – RETURN POLICY
1.1 Return Period of 07 days after Delivery is applicable if Customer receives product which is
Defective/ Damaged (24 - 48 Hour)/ Not as Described on Moglix website/ Customer denies
to take product due to unavailability (or as mentioned in website under URL:
https://www.moglix.com/faq/return-policy). Customer also has a right to exchange a
delivered product within 07 days of delivery.
2.1 All RTO / RVP products (Details in Annexure B) will be delivered to seller within 60 days of
pickup date from Supplier. Supplier can ask for Proof of Delivery (POD) up to 30 days from the
day of product delivery to Supplier.
3. Damaged Products:
3.1 All RTO products which have reached the supplier in damaged conditions will be paid to
supplier provided:
(i) M-Ship Fulfillment Mode: Supplier has to receive all RTV / RTO. If the product
received is damaged, Supplier has to share images of products & POD within 24 business
hour of receipt of goods to either Moglix Account Manager or directly through E-Mail at
supplier-support@moglix.com Depending on product condition Supplier can ask for
Claim % of product value (Transfer price + Tax on Selling Price). Moglix will initiate the
refund for the products or ask supplier to handover the product to Moglix Pickup boy.
Any exception will be mutually agreed upon as and when required.
(ii) Drop-Ship Fulfillment Mode: Supplier must receive the product and if happens to find
the product damaged, should mention the same on LSP POD immediately. Also, supplier
must send the images of product & POD within 24 business hour of receipt of goods to
either Moglix Account Manager or directly through E-Mail at supplier-
support@moglix.com. Moglix will initiate refund for the product or ask supplier to send
the shipment to Moglix Warehouse, New Delhi (Subject to change). After receiving the
product, investigation will be initiated by Moglix and supplier will be required to present
Valid proofs against the integrity of the dispatch.
3.2 Supplier must produce adequate proof/s (Product Packaging Images/ Videos, etc.) to validate
their claim and payment shall be released post comprehensive due-diligence by Moglix.
3.3 Supplier must ensure that packaging is done as per the defined Moglix Packaging Guidelines
(Annexure B).
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4. Payment claim in case of Box Damage
4.1 Branded Box: If supplier receives back a product with damaged packaging then they are
eligible for a packaging damage claim rather than claim for the product as a whole. Moglix
reserves the right to analyze it case by case and release the payment post mutual agreement.
4.2 Non-Branded Box: Supplier cannot claim for box damage. Only in case of Product
damage, the case will be considered. Moglix reserves the right to analyze its case by case if there
is any discrepancy found.
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Annexure B – MODE OF FULFILLMENT / ORDER FULFILLMENT / REVERSE
LOGISTICS STATUS
1. Mode of Fulfillment
1.1 Drop-Ship Fulfillment Mode – Drop-Ship orders are those orders wherein the supplier
will be responsible for packaging and handing over the product to courier through one of
Moglix aligned logistics partners.
1.2 M-Ship Fulfillment Mode – Moglix fulfilled suppliers are those suppliers where Moglix
is responsible for packaging and dispatching the product to customer through Moglix
logistics partners. In this mode of fulfillment Moglix will pick the product through
supplier and process the order accordingly. Any exception will be mutually agreed upon
as and when required.
Key Terms:
Out of Stock (OOS) refers to any condition under which the supplier has denied fulfilling orders
against a certain/ list of SKUs (Stock Keeping Units) with inventory.
Service Level Agreement (SLA) refers to the conditions of service agreed between the Supplier
and Moglix.
Reverse Pickup (RVP) refers to the condition wherein Return Period of 07 days after Delivery.
If customer receives product which is Defective/ damaged (24 hours)/ not as described on
Moglix website/ customer denies taking product due to any reason. Customer has a right to
exchange/ return within 07 days of product delivery and initiated a return to Moglix.
Return to Origin (RTO) refers to the condition wherein customer hasn’t received the product
due to some personal reasons.
Supplier should fulfill all orders within 24 business hours to avoid penalty on orders. The SLA
may vary as per discussion for made to order.
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Account Manager, Will help supplier to source the Brand packaging material). Cost will be
auto deducted from supplier account and supplier will receive invoice against the same.
Once manifest is generated and product is ready for dispatch, Supplier needs to
handover the product and get the generated manifest signed by Logistics partner in case
of Drop-ship Mode of Supply. This signed copy should be shared to Moglix by the
Supplier. Standard SLA (Service Level Agreement) of 24 hours shall apply for all cases,
unless agreed upon with Moglix.
Supplier is responsible to check the quality of product before its packaging is done
ensuring that product is in proper working condition.
Note: For SKUs (Stock Keeping Units) which are made to order or imported or available for
pre-order, SLAs are different (Defined in Annexure D) and are agreed separately between
Moglix and suppliers. Suppliers need to fulfill orders within agreed upon SLAs.
Moglix appreciate Supplier when they offers best in class services and take our customer
requirement with full sincerity. Moglix always appreciate such efforts with Incentives.
Mentioned below are the incentives which supplier can claim when they fulfill the orders on
time.
TIMELINES INCENTIVE
Within 24 Hrs 1% on Transfer Price
Within 48 Hrs 0.5% on Transfer Price
4. Breach of SLA
TIMELINES PENALTY
Within SLA No Penalty
SLA + 1 Day Rs 50
Result in cancellation of order and additional penalty amounting to 25%
SLA + 2 Day & In of Net Payout from supplier Payment.
case of Customer
complaint received
related to product
(except for certain categories / Mutually agreed upon or Made
To Orders)
5.1 Understanding the item for packaging choices: An understanding about the product/item
to be shipped makes it easy to choose an efficient and cost effective packaging. The following
table relates the basic characteristics of the item to the parameters for selection of packages:
Attribute Significance
Helps in selection of appropriate size of
Dimension of the
boxes/flyers
item
Minimize inventory & cost
Optimize for the minimum strength required
Weight of the item for box
Ensures safety of item
Helps in selection of appropriate box
strength
Fragility of the item
Helps in optimizing the cushioning
requirements
Physical state of the Identifies the need for any special
item requirements for the protection of item
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products need additional leak
E.g.: Liquid
proofing
The right selection of boxes & flyers are crucial for the safe delivery of any item shipped.
Box
Selection
Material Use corrugated boxes of 3 ply for products below 4Kg and not fragile
Use corrugated boxes of 5 ply for products above 4Kg and fragile
Use tamper evident boxes for high value items (Cost above Rs 5000)
Ensure the material used can withstand the required edge crush and burst
factor loads
Size Optimize the size of the boxes as per the product dimensions
The box should not be too small or too big for the item shipped. An
optimum size box should be chosen
Quick Check Inspect the box for holes, tears, crushed edges and sturdiness. Avoid
poor quality boxes for the safety of the item shipped
Flyers/ polybags are quick and handy in packing of flexible items such as apparels or can be used
as an added protection for the safety of the shipment from external fluids, tampering etc.
Polybag selection
Material Choose 60-80microns hot melt glue adhesive LDPE polybags
Use tamper evident polybags for high value items (Cost above Rs
5000)
Quick Check Inspect the polybag for any damages
Ensure the opening is sealed properly after the packing of item
Function
Material Surface
Cushioning Void fill Divider
protection
Bubble wrap Yes Yes Yes
EPE foam sheet Yes Yes Yes
Air bags Yes
Shredded paper Yes
Crumpled paper Yes
Corrugated inserts Yes Yes
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5.5 Cushioning of the Item
Packing an item involves leak proofing, cushioning, placing of the item and filling of the voids in the
box. Enough cushioning needs to be provided to ensure no loads are transferred to the item.
Cushioning
Material Bubble wrap
EPE Foam sheets
All void in the box needs to be filled to restrict the movement of the item in the box. Void fill
materials as listed below can be used for the purpose.
Void filling
Material Air cushions/Air pouches
Crumpled paper
Cardboard inserts (Also used as divider for multiple products)
Sealing ensures that the properly packed item is secured and intact inside the box throughout the
journey of the shipment.
Sealing
Tape Use Pressure Sensitive Tapes such as BOPP
Locations Seal the center seam of the top and bottom of the box
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apply H-Taping by sealing both the center and edge
For heavy shipments,
seams on the box
5.8 Shipment Label: Each Unit Which Supplier sends needs to have a scan able bar code so that
our Logistics Partners can inward the product in their systems and deliver it to customer with
ease. Following points are to be taken care of, while packaging:
If Bar-code is not properly scan able then it may result in Lost Shipment. For the same
reason, it is suggested not to put barcode at edges or corners of shipment.
Supplier need to make sure that Moglix Shipment label is easily scan able and easily visible
after the Package is ready to ship, and doesn’t require any tampering.
Don’t cover shipment label from any kind of non-visible tape
Make sure that no other barcodes are visible after packaging completes which may result in
confusion and misplacement of the package by the LSPs (Logistics Service Partners)
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5.9. Printer Requirement: - Moglix highly recommend using good quality printer (suggested
resolution: 300 DPI). This is to ensure that the printing labels are clear and scan able.
5.10 Common Packaging Guidelines: Packaging an item refers to and involves enclosing or
protecting products to ensure cushioning, leak-proofing, etc. to ensure no damage while in
transit. Following are the Do’s & don’t of packaging for Moglix’s order:
DOs
Individually wrap or box all units to prevent damage
Box fragile Units with six solid sides, so the Unit is not exposed in any way
Wrap multiple Units individually to prevent them from damaging one another within
their package
Make sure your packaged Units can pass a 3-foot drop test onto a hard
DON’Ts
Leave empty space in the package, which may lower the chance of the product's ability to
pass the 3-foot drop test
3-Foot Drop Test: Product must pass 3 ft. drop test from 5 sides in order to sustain delivery,
drop test must be done from the following angles:
Shake Test: Product must be shaken a minimum of 3 to 4 minutes to ensure that no sound is
experienced. If on doing the test, sound is found coming from the box, then it may imply that either
there is gap between packed units and the box, or some parts are broken in the item/s packed.
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Annexure C
Moglix facilitates business partner to manage their inventory/ orders/ payments etc. in best
possible manner. Supplier can access our website here under the URL supplier.moglix.com.
Suppliers can also download our application from Google play store through the following link:
https://play.google.com/store/apps/details?id=com.moglix.Supplier&hl=en. Functionality of
Supplier portal varies with the type of Supply Mode.
General information’s:
Suppliers can login into Supplier Gateway (Web using the following URL: supplier.moglix.com
OR Mobile Application:
https://play.google.com/store/apps/details?id=com.moglix.Supplier&hl=en):
Suppliers who want to register themselves can fulfill their information through login page and
make their login credential accordingly. For Suppliers using Moglix Assistance for creating the
account, password shall be shared over the registered email id.
Web Portal
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Mobile Application
After filling the required information Moglix Supplier Support Representative will call the
Supplier for verification. Supplier can also write at ss-group@moglix.com to expedite their
registration request.
Once the Supplier gets activated, they would be required to upload products to be sold, set prices
and provide stock against each. Once all details are complete, the products would be uploaded on
the website available for purchase to customers.
The Supplier Gateway is the window for Supplier to access and execute business with Moglix.
New features shall be updated time to time on the Supplier Gateway (and through emails) which
would further enhance business experience of the Suppliers. Basic uses for which Suppliers
could use the Supplier Gateway are listed under:
Order Management Account Settings
Catalog Management
Payments & Reconciliations
Support
I. Order management: Supplier can look for active orders, orders which are already
shipped, return orders, cancelled invoices etc. under this tab. This tab keeps supplier
posted about every order.
II. Catalog Management: Supplier can look around their products which are listed in
website under different parameters such as Products, Category and Brand. Supplier can
export their product list to manage their inventory in the best possible manner. Supplier
can in-stock / Out of Stock the products to avoid penalties due to delay in dispatches.
This way supplier can maintain their business smooth and help us to serve Moglix’s
customer with the best in class services.
III. Payments & Reconciliations: Supplier can download the invoices, check invoice
amount and tax % through this section.
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IV. Support: Under support section we have listed few frequently asked questions to resolve
suppliers query. Supplier can also post there queries under “Reach out to us” section
where they can specify there issues and get answered to manage their issues.
V. Account Settings: Under setting sections Supplier can check there account information,
company information, manage addresses, bank account details, and support
documentations.
2. In Supplier Application, a Supplier can check for their order status under the following heads:
New
Accepted
Delivered
Return
I. New: New status shows for orders which are freshly received and supplier has marked
these orders as ready for pickup.
II. Accepted: These are orders which are accepted. Drop-ship supplier has to process these
orders under packed, manifest statuses.
III. Delivered: These are those orders which are delivered to customer.
IV. Return: These are orders which are either returned to the Supplier or in transit to return
to the Supplier.
Please reach out to your Moglix Account Manager or Supplier Support Team Representative in
case further information is required.
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Annexure D
Supplier Goal is to achieve 100% fulfilment through proper product dispatches against all the
order which they receive. Standard Level of Agreement (SLA) is decided between Moglix and
Supplier who is getting registered on Supplier Gateway / Portal as per SLA defined on Supplier
Panel / Gateway.
If there is any SLA Breach found Supplier will be levied (Details is Annexure B - SLA Breach).
In the cases where it is found that Supplier is breaching SLA in more than 20% of Order
received, Moglix reserves the right to terminate the agreement with immediate effect. Moglix
also reserves the right to publish record of such breaches on Supplier Panel / Gateway.
Supplier has to pre-notify Moglix in case of any circumstances beyond Supplier’s reasonable
control including acts of any governmental body, war, insurrection, sabotage, armed conflict,
embargo, fire, flood, strike or other labour disturbance.
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