The terms and conditions for vendor registration are expressly implied by the agreement provided below:

PURCHASER AND SUPPLIER AGREEMENT

This Purchaser and Supplier Agreement (the “Agreement“) is made by and between seller, supplier, manufacturer or vendor (hereinafter referred to as “Supplier”), incorporated under the laws of Nepal and Storewheel Inc. Pvt. Ltd. (hereinafter referred to as “Purchaser”) incorporated under the laws of Nepal.

Now, therefore, in consideration of the foregoing and the mutual covenants and conditions contained herein, intending to be legally bound hereby, the parties agree as follows:

  1. Definition:

    As used herein, the following terms shall have the meanings set forth below:

    1. Products: The Supplier has the right to sell all the Products that are provided to the Purchaser through the Purchaser website (Storewheel).
    2. Best Efforts: The Purchaser shall use its best efforts to promote and sell the Products to the maximum number of responsible customers in the Territory.
    3. Sales Limited to Territory: The Purchaser reserves the right to change their specified delivery site for any reasonable ground or grounds and the Supplier shall be responsible to deliver the materials at the new site. The transportation cost for delivery at the new site will be decided by both parties.
    4. Modification of Products and Territories: The Purchaser reserves the right, upon consultation with the Supplier, to expand or reduce the Products which are covered by this Agreement. The Purchaser also reserves the right, upon consultation with the Supplier, to expand or reduce the Territory, as defined in this Agreement.
    5. Contract Year shall mean a period determined at the time of the agreement, beginning from the date in the preamble hereof or its anniversary(ies).
  2. Appointment and Acceptance:

    During the term and subject to the conditions hereinafter set forth, the Purchaser hereby appoints the Supplier as the distributor for the Contract Products in the Territory and the Supplier accepts such appointment.

  3. Orders:

    In placing orders by the customer with the Purchaser, the Supplier shall clearly describe the Contract Products and quantity required and shall include precise instruction for packing, invoicing and shipping. The orders shall not be binding unless and until they are accepted by the Purchaser in its discretion. The Supplier agrees to supply the Purchaser with Contract Product to enable fulfillment of the minimum purchases. The stock status of such minimum purchases shall be in accordance with the terms set forth in Article 5 herein.

  4. Price & Payment

    1. The final selling prices of the Contract Products may be determined by the Supplier. The price will be reviewed as per the market circumstances in Nepal and the Supplier needs to share the revised price, which shall be promptly reflected on the website of the Purchaser. In such condition, where the Supplier fails to update the revised price which the Customer made an order of the Product with unmatched/fault/unrevised price, subject to the discretion of the Supplier, be deemed as invalid and such order shall be canceled. All losses arising from such circumstances shall be borne by the Supplier.
    2. Within days (determined at the time of agreement) after receipt of the Purchaser’s confirmation of order, the Supplier needs to supply the Product within the agreed delivery period against the letter of credit issued by the Purchaser.
    3. Unless otherwise agreed between the parties, the currency of payment shall be in Nepalese Rupees (NRs.).
    4. The Supplier shall be liable for and shall pay any tax, duty, charge or any other impost of a similar nature imposed upon the Purchaser or the Supplier, in accordance with the laws of the jurisdiction of the Distributor.
    5. The Purchaser shall be free to fix their own resale prices for the Contract Products in all territories including any trade discounts or rebates.
  5. Product Stock Status

    The status of the contract Product (in stock/out of stock) shall be updated by the Supplier. If such change occurs in the contract Product, the Supplier shall notify to the Purchaser. If the Supplier fails to notify such changes, the Supplier shall be liable for any consequences.

  6. Marketing & Technical Assistance

    The Supplier is obligated to supply the Purchaser with marketing and technical assistance such as information, illustrated material and to send advertising material suitable for the promotion and advertising of the Contract Products, as the opinion of the Supplier may be necessary and useful to the Purchaser.

  7. Inspection & Warranty

    1. All warranties and collaterals applicable to the Product or generally made available by the Manufacturer/Supplier shall be entitled to the Purchaser once the Product is sold to the Customer.
      1. In the case where the Product needs to be delivered intact and warranty documents are to be filled at the Customer’s address, our official seal shall be deemed valid at the time of warranty claims made by the customer.
    2. Promptly after the receipt of the Contract Products, the Purchaser shall inspect or shall call its qualified agent to inspect the Contract Products to ensure that quality standards have been met as agreed to in writing by the parties. If, upon receipt of the Contract Products after proper and thorough inspection, any of the Contract Products is found not to be following the quality standards, the Supplier shall replace the Contract Products or the part of the Contract Products not meeting the quality standards, and/or shall indemnify the Purchaser against any direct damage incurred by the Supplier.
    3. The Supplier warrants that the Contract Products shall be free from defects in material and workmanship. This warranty does not extend to any of the said Contract Products which have been:
      1. subjected to misuse, neglect, accident or abuse,
      2. improperly repaired, or altered or modified in any way, and
      3. used in violation of instructions furnished by the Purchaser.
    4. Claims by the Purchaser regarding any defect in the Contract Products shall be in writing and be dispatched by the Purchaser to the Supplier in full within days (determined at the time of agreement) after the receipt of the Contract Products.
  8. Product return policy

    The Product may be subject to terms and conditions for it to be accepted under the return policy. Such terms shall be provided by the Supplier and:

    1. shall be specified on the Product by the Supplier, and
    2. shall be stated at the time of order confirmation.
  9. Request of Information/Method of Communication

    A single point of contact (SPOC) shall be in place for order and delivery to notify the Purchaser for smooth communication. The Supplier shall cooperate with the Purchaser’s request for information on the order of Contract Products, and the Supplier shall fulfill such order of the Purchaser as stated on Section 4b.

  10. Commission on sale

    As agreed between the Supplier and the Purchaser, the commission structure shall be found in the Annexure-1. In case, of any change in the commission structure, the Supplier shall notify in writing to the Purchaser.

  11. Relationships of the Parties

    1. This Agreement does not in any way create the relationship of principal and agent between the Purchaser and the Supplier, and under no circumstances shall the Purchaser be the agent of the Supplier. The Purchaser may or may not act or attempt to act, or represent itself, directly or by implication, as an agent of the Supplier or in any manner assume or create, or attempt to assume or create any obligation, liability, representation, warranty or guarantee on behalf of, or in the name of the Supplier.
    2. The Supplier and the Purchaser shall, at all times, comply with all applicable laws, regulations, and orders of any government of the Territory or political subdivisions thereof, relating to or in any way affecting this Agreement.
    3. The Supplier shall not disclose to any third party, without the prior written consent of the Purchaser, or use for any purpose other than the performance of its obligations under this Agreement, any confidential information concerning the Contract Product or business affairs of the Purchaser (including, but not limited to, prices, discounts, terms and conditions of sale, customers, business affairs, Contract Products or Contract Product specifications) which it acquires or develops in the course of its transactions with the Purchaser.
  12. Term

    This Agreement shall become effective upon signing, and shall continue in full force and effect for a certain period determined at the time of the agreement from the date in the preamble hereof, unless earlier terminated and shall thereafter be automatically extended for a successive year period determined at the time of the agreement, unless three months prior to the expiration of the term or any extension thereof, a notice of intention to finally terminate is given in writing by one party to the other.

  13. Termination

    1. This Agreement shall be terminated at the option of the Purchaser, effective immediately upon giving a prior written notice of termination to the Supplier, in each of the following events:
      1. If the Supplier commits a breach of or fails to perform or observe any agreement or conditions herein contained and on the part of the Supplier to be performed or observed, and shall not have remedied such breach or failure to perform or observe within days (determined at the time of the agreement) of a notice requiring the remedy of such breach or failure to perform or observe.
    2. Notwithstanding anything contained in this Agreement, either party may terminate this Agreement by a written notice served on the other, effective three (3) months from the date of such notice
    3. All payments owed to the Supplier upon termination shall become immediately due and payable and no cancellation or termination of this Agreement shall serve to release the Purchaser or its successors or assignees from any obligations under this Agreement or vice-versa.
  14. Indemnities

    The Supplier shall indemnify the Purchaser and hold the Purchaser harmless from and against, and shall defend against, any and all claims and damages of every kind for injury to or death of any person or persons and for damage to or loss of property, arising out of or attributed, directly or indirectly, to the conduct, operations, or performance of the Purchaser.

  15. Governing Law and Arbitration

    1. This Agreement shall be interpreted and governed by the laws of Nepal.
    2. All disputes, controversies or disagreements which may arise between the parties in relation to this Agreement shall be finally settled by arbitration. The arbitration shall be conducted by three arbitrators in Nepal in accordance with the Arbitration Act 2055 and shall be conducted in Nepali. The award rendered by the arbitrator(s) shall be final and binding upon the parties concerned.
    3. If any action or arbitration or another proceeding shall be commenced to enforce this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party reasonable attorney’s fees, arbitration costs and out-of-pocket expenses incurred by such prevailing party in connection with such action or proceeding.
  16. Miscellaneous Provisions

    1. Notices: Any notice required or permitted to be given hereunder shall be in writing, and may be given by personal service, registered airmail, or by cable, e-mail or telex if confirmed on the same day in writing by registered airmail, with postage prepaid to the addresses filled at the time of the agreement.
    2. Amendments: Amendment, modification or alteration of any terms of this Agreement shall be done with the consent of both parties.
    3. No Assignment – Succession: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. No assignment of this Agreement shall be valid without the prior written consent of the other party hereto.
    4. Waiver: All waivers hereunder shall be in writing, and the failure of any party at any time to require the other party’s performance of any obligations under this Agreement shall not affect the right subsequently to require performance of the obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.
    5. Severability: If any one or more of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and in such case the parties hereto oblige themselves to reach the purpose of the invalid provision by a new, valid and legal stipulation.
    6. Heading: The section headings herein are included for purposes of convenience only and shall not affect the construction or interpretation of any of the provision under this Agreement.
    7. English: For the purposes of communication, this Agreement may be translated into another language, but this Agreement, which is executed in the English language, shall be the only binding version.