Vendor Agreement Format — Download Free Sample (India 2026)

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About this Vendor Agreement

A vendor agreement governs the supply of goods or services between a buyer and a vendor and is the operational backbone of most B2B commerce in India. It defines the deliverables, pricing (with GST treatment), payment terms, delivery timelines, quality standards, warranties, and dispute resolution. Under the Sale of Goods Act, 1930, the Indian Contract Act, 1872, and applicable GST legislation, a written vendor agreement gives the buyer enforceable rights around inspection, rejection of non-conforming goods, and liquidated damages for delay. A well-structured vendor contract also allocates statutory responsibility for GST, TDS and labour compliance to the vendor, and ensures the buyer is indemnified against third-party IP claims. This sample suits both goods and services engagements.

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VENDOR SUPPLY AGREEMENT

This Vendor Supply Agreement ("Agreement") is executed on [DATE] between:

[BUYER NAME], a company incorporated under the Companies Act, 2013, having its registered office at [ADDRESS] ("Buyer"),

AND

[VENDOR NAME], a proprietorship/partnership/company having its principal place of business at [ADDRESS] ("Vendor").

1. DESCRIPTION OF GOODS / SERVICES

The Vendor agrees to supply the following goods/services to the Buyer: [DESCRIPTION OF DELIVERABLES], as detailed in Schedule A.

2. PRICING AND PAYMENT TERMS

The unit price for the Deliverables shall be ₹[AMOUNT], exclusive of applicable GST. Payment shall be made within thirty (30) days of receipt of a valid tax invoice, by bank transfer to the Vendor's designated account.

3. DELIVERY

The Vendor shall deliver the Deliverables at [DELIVERY LOCATION] as per the delivery schedule set out in Schedule A. Time is of the essence. Any delay attributable to the Vendor shall entitle the Buyer to liquidated damages of 1% per week of delay, subject to a maximum of 10% of the Order Value.

4. QUALITY STANDARDS

All Deliverables shall conform to the specifications set out in Schedule A and to applicable Indian Standards (BIS). The Buyer shall have the right to inspect and reject any non-conforming Deliverables within seven (7) days of receipt.

5. GST AND STATUTORY COMPLIANCE

The Vendor shall be responsible for issuing valid GST-compliant tax invoices and for compliance with all applicable statutory obligations including GST, TDS, and labour laws.

6. WARRANTIES

The Vendor warrants that the Deliverables shall be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery.

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Key clauses under Indian law

1. Description of DeliverablesExpand
Precise specifications and reference to Schedule A for detailed SOW.
2. Pricing and GSTExpand
Unit prices, applicability of GST, and TDS deduction obligations.
3. Delivery ScheduleExpand
Delivery locations, target dates, and liquidated damages for delay.
4. Quality StandardsExpand
Compliance with Bureau of Indian Standards (BIS) and buyer's right of inspection.
5. WarrantiesExpand
Standard 12-month warranty against defects in material and workmanship.
6. IndemnificationExpand
Vendor indemnity for breach, IP infringement and statutory violations.

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Frequently asked questions

Do vendor agreements need to be registered?

No, vendor agreements are not compulsorily registrable. They are usually executed on non-judicial stamp paper as per the applicable State stamp schedule for agreements.

What GST rate applies to vendor invoices?

The GST rate depends on the HSN/SAC of the goods or services supplied — typically 5%, 12%, 18% or 28%. The vendor agreement should specify that GST is extra and that valid tax invoices will be issued.

Is TDS applicable on vendor payments?

Yes, in most cases. Section 194C (contracts) and Section 194J (professional services) require the buyer to deduct TDS at 1–10% depending on the nature of the payment.

Can the buyer reject non-conforming goods?

Yes. Under Section 41 of the Sale of Goods Act, 1930, the buyer has the right to inspect and reject goods that do not conform to the agreed specifications.

How are vendor disputes resolved in India?

Most vendor contracts prefer arbitration under the Arbitration and Conciliation Act, 1996, seated in a specified city, before a sole arbitrator, to avoid protracted court litigation.

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Disclaimer: ContractWala provides AI-generated document drafts for informational purposes only. This is not legal advice. Please consult a qualified advocate for high-stakes agreements.