Vendor Agreement for E-commerce in India — Generate instantly
India-compliant • AI-generated • Ready in 2 minutes
E-commerce in India — whether you operate as a marketplace like Amazon or Flipkart, a D2C brand sourcing from contract manufacturers, or a quick-commerce platform onboarding dark-store partners — runs on vendor relationships, and every vendor relationship needs a clear written agreement. A vendor agreement for e-commerce defines what the vendor will supply (goods, services, fulfilment, packaging), at what price, on what payment terms, with what quality standards, and what happens when things go wrong — short shipments, defective goods, customer returns, regulatory action under the Consumer Protection (E-Commerce) Rules, 2020. It also handles GST invoicing, e-way bills, TDS under Section 194O for marketplace operators, and the indemnity flow when a buyer sues for a defective product. The agreement sits under the Indian Contract Act, 1872, the Sale of Goods Act, 1930, and the Consumer Protection Act, 2019. Strong vendor agreements include service-level obligations (dispatch within X hours, fill rate above Y%), exclusivity or non-exclusivity, and a clear termination and transition mechanism. ContractWala generates an e-commerce vendor agreement in two minutes.
Key clauses required under Indian law
- Scope: goods supplied, SKUs, packaging and labelling standards
- Pricing, MOQ, payment terms and GST invoicing (B2B / marketplace)
- Service levels — dispatch TAT, fill rate, defect rate, returns
- Quality control, FSSAI / BIS / other regulatory compliance
- Indemnity for product liability under Consumer Protection Act, 2019
- TDS under Section 194O (marketplace operators)
- Exclusivity, non-exclusivity and territory
- Termination, transition and inventory buy-back
Free sample snippet
This Vendor Agreement is made on [DATE] BETWEEN [E-COMMERCE COMPANY] (the "Company")
AND [VENDOR NAME], a [SOLE PROPRIETORSHIP / PRIVATE LIMITED COMPANY] (the "Vendor"),
for the supply of [GOODS / SERVICES] in accordance with the terms set out herein and Annexure A...
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Frequently asked questions
Does Section 194O TDS apply to my e-commerce vendor payments?
Yes, if you are an e-commerce operator facilitating sales by vendors on your platform, Section 194O requires you to deduct 1% TDS on the gross amount of sales credited to the vendor (subject to threshold).
Who is liable if a customer is harmed by a defective product?
Under the Consumer Protection Act, 2019, both the seller and the e-commerce platform can be held liable. The vendor agreement should include a clear indemnity from the vendor in favour of the platform for product-related claims.
Should the vendor agreement be exclusive?
It depends on commercial strategy. Private-label and white-label arrangements are usually exclusive; marketplace listings are usually non-exclusive. The contract should state this clearly to avoid disputes.
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.