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SS E-Cart STANDARD VENDOR AGREEMENT FOR GOODS & SERVICES

  • The Vendor shall provide goods of the description as set out in the Purchase Order issued to the Vendor which shall be read in conjunction with the Agreement.
  • The placement of the Purchase Order with the Vendor is expressly conditioned on the Vendor’s acceptance of the terms contained in the Agreement.
  • PRICE: The prices stated in the Purchase Order are complete and final; the Vendor shall add no additional charges
  • The Vendor warrants that the prices charged are competitive with prevailing market rates and do not exceed prices charged to other customers for a similar quantity and quality of Goods.
  • The Vendor shall specify all applicable costs, including taxes, duty, export and transportation fees an d other charges on its invoice as separate items, and shall bear such costs as part of total Price charged.
  • Invoices in duplicate are required. SS E-Cart will pay the Vendor as specified in the Purchase Order, including pursuant to any discount terms.
  • Any adjustments in the Vendor’s invoices due to shortages, late deliveries, rejection or other failure to comply with the requirements of this Agreement and/or Purchase Order including any agreed penalty for the same may, at SS E-Cart option, be made by SS E-Cart before payment; but failure to do so shall not deprive SS E-Cart of the right to do so later.
  • SS E-Cart may withhold ten percent (10%) from payment of the final invoice to ensure that all the Goods conform to this Agreement and Purchase Order and all necessary documentation has been properly received.
  • QUALITY: The Vendor warrants that the Goods are (a) free of all deficiencies and defects in materials, design and workmanship.
  • (b) all materials created for SS E-Cart in accordance with the Agreement and Purchase Order shall be original in make.
  • If no quality is specified in the Agreement and/or Purchase Order, then the Goods delivered must be of the best quality as recognized by market standards and conforming to or exceeding all specifications provided by the Vendor.
  • CONDUCT : The Vendor shall comply with the office and security policies and directives of SS E-Cart.
  • The Vendor shall undertakes to avoid exploitation of child labor and shall not discriminate on the basis of race, ethnicity, religion, gender, disability with respect to the Goods provided to SS E-Cart either at its premises or otherwise.
  • ANTI CORRUPTION: The Vendor shall comply with all laws and regulations applicable to its performance hereunder. The Vendor and its employees shall maintain and comply with a written code of conduct that prohibits giving anything of value, directly or indirectly, to any SS E-Cart staff, in the form of a bribe or kickback.
  • SHIPPING, PACKING, DELIVERY: Unless otherwise stated in the Purchase Order, all Goods shall be shipped freight prepaid Destination, and SS E-Cart will pay no charge for packing, boxing or cartage. The Vendor is solely responsible for any loss of or damage to any Goods before receipt by SS E-Cart at Destination.
  • Each package of Goods will contain documentation showing shipper’s name, contents of package, and the Order Number.
  • A copy of the bill of lading, invoice, customs and import/export notices, or similar documentation shall be sent at time of shipment to SS E-Cart at the address stated in this Agreement as well as to the Destination
  • Time is of the essence and delivery of Goods shall be strictly in accordance with this Agreement and the Purchase Order.
  • Delays in shipment or otherwise, for whatsoever reason shall be reported immediately to SS E-Cart, and the Purchase Order payment shall be subject to a late arrival penalty. Partial deliveries may not be accepted; immediately inform and communicate to SS E-Cart in advance if a partial delivery is requested.

ASSIGNMENT AND SUB-CONTRACTING: The Vendor shall not assign its responsibilities under this Agreement and/ or Purchase Order to any third party, without prior written permission from SS E-Cart. Similarly, the Vendor shall not sub-contract its duties and responsibilities to provide Goods under this Agreement and/ or Purchase Order to a third party, without receiving prior written permission from SS E-Cart. Further, if SS E-Cart does grant the Vendor permission to subcontract its duties and responsibilities under this Agreement and/or Purchase Order or part thereof, then the said sub-contractor must be apprised and bound by the same covenants as are mentioned in this Agreement and the Purchase Order issued to the Vendor.

INSPECTION AND ACCEPTANCE: All Goods shall be subject to SS E-Cart audit and inspection; and, if applicable, test at any time and place, including at place of manufacture.

The Vendor will make available to SS E-Cart copies of applicable drawings, specifications, and processes and shall promptly provide SS E-Cart any resulting inspection/ audit certificates. Further, all Goods are subject to a final inspection and acceptance by SSE CART at the Destination not withstanding any payment or other prior inspections.

SS E-Cart may reject and hold at Vendor’s expense, subject to Vendor’s disposal, all Goods not conforming to this Agreement and/or the Purchase Order or other applicable specifications, drawings, samples, descriptions or requirements of SS E-Cart.

DEFECTIVE WORK: If any Goods are found to be defective in material or workmanship or otherwise do not conform to this Agreement and/or Purchase Order, then SS E-Cart may:

  1. require the Vendor to repair or replace at Vendor’s cost any such non-conforming Goods within 15 days of notification for the same;
  2. require the Vendor to refund the price of any such Goods within 15 days of notification for the same; or
  3. Nothing, including any final inspection, shall relieve the Vendor from its responsibility to correct or replace the Goods defective as a result of fraud, recklessness or latent defects. All these are without prejudice to any other.

CANCELLATION AND DEFAULT: In addition to any other remedies available, SS E-Cart may cancel/terminate this Agreement and/or Purchase Order, in whole or in part, at any time by written notice to the Vendor, including without limitation in any of the following circumstances:

  1. The Vendor fails to deliver the Goods as specified herein;
  2. in SS E-Cart good faith judgment, the Vendor failed to perform, or jeopardized performance of, this Agreement and/or Purchase Order in compliance with its terms, and failed to cure such failure within ten (10) days after notice from SS E-Cart
  3. The Vendor files for bankruptcy, reorganization, readjustment of debt or has insolvency proceedings instituted against it under law of any jurisdiction. On receipt of such notice, the Vendor shall discontinue all work, cancel all pending orders (and sub-orders) and terminate any sub-contracts relating to the Goods to be provided under this Agreement and/or Purchase Order.

Upon such termination, full and complete settlement of all Vendor claims shall be made as follows: a) The Vendor shall be paid for the Goods conforming to this Agreement and Purchase Order till the date of termination; and b) title shall vest in SS E-Cart for all such Goods for which SS E-Cart has paid.

CHANGES: Changes or amendments to this Agreement and/or Purchase Order may only be made by SS E-Cart by its written authorization. SS E-Cart may make changes in the method of shipping or packing and place of delivery by written communication (or, if accepted by Vendor, verbal communication) prior to the shipment of Goods. If any such change by SS E-Cart affects the cost or delivery schedules as mentioned in this Agreement and/or Purchase Order, an equitable adjustment shall be made, provided the Vendor makes a written claim therefore within thirty (30) days from the date of SSE CART’s communication of the change.

CONFIDENTIALITY: During the term of this Agreement and subsequent to its termination, except as specifically set forth herein to perform the terms of this Agreement, neither party shall disclose any confidential information of the other party to any third-party or make use of such confidential information for its own purposes without the owner’s prior written consent.

Confidential information shall mean any information (written, oral or observed) relating to:

  1. donors or potential donors;
  2. operations and private contacts;
  3. SS E-Cart employees;
  4. business or strategic plans;
  5. finances; or
  6. a relationship with any governmental entity;

Upon the termination or expiration of this Agreement, both parties shall destroy or return such information of the other party in its possession, including copies and notes, and in the case of destruction, at the owner’s request shall certify to such destruction. Neither party shall use the other party’s name or marks in any form of publicity or publicly disclose information relating to its Services without the other party's prior written consent.

COMPLIANCE WITH LAW AND DISPUTES: The Vendor shall comply with all laws, regulations, and orders applicable to its performance hereunder. The parties shall first try to resolve any controversy or claim arising out of or relating to this Agreement and/or Purchase Order, or the breach or alleged breach thereof, by good faith negotiation among senior managers unrelated to the dispute, and failing that, by arbitration. The parties shall select a mutually acceptable arbitrator and work in good faith with the arbitrator to resolve the dispute.