Agreement Parties
This Vendor Agreement ("Agreement") is executed on [Date].
BETWEEN
GoldGini, an online marketplace platform operated by Kushmanda Cosmetics Private Limited, having its registered office at Kushmanda Cosmetics Pvt. Ltd., Plot No. 191, First Floor, Industrial Area, Phase II, Chandigarh - 160002, India ("GoldGini", "Platform", or "Company")
AND
[Vendor Legal Name], having its principal place of business at [Address], GST No: [GSTIN, if applicable] ("Vendor" or "Seller").
GoldGini and the Vendor are individually referred to as a "Party" and collectively as the "Parties".
1. Definitions
Marketplace: The GoldGini mobile application and related digital platforms.
Dropship Model: A business model where the Vendor ships products directly to customers.
Customer: Any end user purchasing products via GoldGini.
Order: A confirmed purchase placed by a Customer on the Platform.
2. Nature of Relationship
2.1 GoldGini is a technology platform only and does not own, manufacture, store, or control Vendor products, or act as a seller, agent, distributor, or partner of the Vendor.
2.2 This Agreement does not create a partnership, joint venture, or employer-employee relationship.
3. Vendor Eligibility and Onboarding
3.1 The Vendor shall submit valid business registration documents, GST details, bank account information, and product catalog, pricing, and images.
3.2 The Vendor confirms that all information provided is true, accurate, and complete.
4. Product Listing and Content
4.1 The Vendor is solely responsible for product quality and authenticity, accurate descriptions, images, pricing, and stock, and compliance with all applicable laws.
4.2 GoldGini reserves the right to approve, reject, edit, suspend, or remove listings and to delist products without prior notice for policy or legal violations.
5. Pricing and Discounts
5.1 Product pricing shall be decided by the Vendor.
5.2 Any discounts, offers, or promotions must comply with applicable pricing laws.
5.3 GoldGini may recommend pricing for platform competitiveness, but final pricing responsibility remains with the Vendor.
6. Order Fulfilment (Dropship)
6.1 Upon receipt of an Order, the Vendor shall pack and ship products directly to the Customer, follow packaging, branding, and dispatch guidelines, and dispatch orders within the prescribed timeline.
6.2 The Vendor bears full responsibility for product condition, delivery accuracy, and shipment delays or failures.
7. Shipping, Returns, and RTO
7.1 The Vendor shall adhere to GoldGini's shipping policy, return and refund policy, and RTO (Return to Origin) guidelines.
7.2 Costs arising from damaged goods, wrong shipments, high cancellations, or high RTO shall be borne solely by the Vendor.
8. Payments and Settlement
8.1 GoldGini shall collect payments from Customers on behalf of the Vendor.
8.2 Settlements shall be made after deducting platform commission: [●]%, payment gateway charges, and applicable taxes, penalties, or adjustments.
8.3 Settlement cycle: [Weekly / Fortnightly / Monthly].
9. Taxation
9.1 The Vendor is solely responsible for GST collection and remittance, issuance of tax invoices, filing of returns, and statutory compliance.
9.2 GoldGini shall not be liable for any tax default by the Vendor.
10. Intellectual Property
10.1 The Vendor grants GoldGini a non-exclusive, royalty-free, revocable licence to use product images, brand names, logos, and descriptions for platform operations, marketing, and promotions.
10.2 The Vendor warrants ownership or legal authorisation for all intellectual property used.
11. Customer Support
The Vendor shall cooperate with GoldGini to resolve product-related complaints, delivery issues, and return and refund requests.
12. Prohibited Products and Conduct
The Vendor shall not sell counterfeit, illegal, banned, or restricted products; misrepresent product information; or violate consumer-protection, intellectual-property, or safety laws. Violation may result in immediate suspension or termination.
13. Representations and Warranties
The Vendor represents that it is legally authorised to sell listed products, products comply with all applicable Indian laws, and no third-party rights are infringed.
14. Indemnity
The Vendor agrees to indemnify and hold harmless GoldGini against customer claims, product liability, regulatory penalties, and legal disputes arising from Vendor products, actions, or omissions.
15. Limitation of Liability
GoldGini shall not be liable for loss of profits or business, or indirect, incidental, or consequential damages. Maximum liability, if any, shall not exceed the commission earned from the Vendor in the preceding three months.
16. Term and Termination
16.1 This Agreement shall commence upon onboarding and continue until terminated.
16.2 Either Party may terminate with 30 days' written notice.
16.3 GoldGini may terminate immediately in case of fraud, legal non-compliance, or policy violations.
17. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India. The courts of [City, State], India shall have exclusive jurisdiction over disputes arising out of or in connection with this Agreement.
18. Dispute Resolution
Any dispute shall first be resolved through good-faith negotiations. If unresolved, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996.
Seat of arbitration: [City]
Language: English
19. Miscellaneous
This Agreement constitutes the entire agreement between the Parties. Amendments may be made via platform notification or email. Vendor onboarding and clicking "Accept & Continue" constitutes valid acceptance of this Agreement.