Legal Dropshipping Agreement

LEGAL DROPSHIPPING AGREEMENT

This Legal Dropshipping Agreement ("Agreement") is entered into as of Effective Date: by and between Supplier Name: , a organized under the laws of with principal place of business at ("Supplier"), and Retailer Name: , a organized under the laws of with principal place of business at ("Retailer").

Recitals

WHEREAS, Supplier manufactures or sources certain products and is willing to accept orders from Retailer for fulfillment and direct shipment to Retailer customers on a dropship basis; and

WHEREAS, Retailer operates an online or physical retail business and desires Supplier to fulfill and ship products ordered by Retailer's customers under the terms set forth herein; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to ordering, pricing, fulfillment, returns, intellectual property, confidentiality, and allocation of liability.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Products" means the goods described in Exhibit A and any other goods Supplier agrees in writing to make available to Retailer under this Agreement. Exhibit A:

1.2 "Order" means any purchase order submitted by Retailer and accepted by Supplier in accordance with Section 3.

2. Appointment; Scope

Supplier hereby appoints Retailer as a non-exclusive authorized reseller to market the Products on a dropship basis, and Retailer accepts such appointment, subject to the terms of this Agreement. The parties may elect exclusivity by checking the box: Exclusive appointment (if checked, specify terms in Additional Terms).

3. Orders; Acceptance

3.1 Retailer shall submit Orders to Supplier in writing or electronic format agreed by the parties. Each Order shall specify product SKU, quantity, shipping address, and requested ship date. Supplier may accept or reject an Order in its sole commercially reasonable discretion by confirming acceptance in writing. Supplier's acceptance will be deemed to occur upon Supplier's confirmation of available inventory and scheduled shipment.

3.2 Lead times and fulfillment windows: Supplier will use commercially reasonable efforts to fulfill Orders within the lead times set forth in Exhibit B: .

4. Pricing; Payment

4.1 Pricing. Supplier shall sell Products to Retailer at Supplier's then-current wholesale price or as otherwise agreed in writing. Agreed margin or commission: .

4.2 Payment Terms. Unless otherwise agreed, Retailer shall pay Supplier within days from invoice date. Payment method: . Supplier bank or remittance details:

4.3 Taxes. Each party is responsible for taxes imposed on its income. Sales, use, value-added or similar transactional taxes shall be borne by Retailer unless Supplier is required to collect such taxes, in which case Supplier shall invoice Retailer accordingly.

5. Fulfillment; Shipping; Title and Risk

5.1 Fulfillment. Supplier shall pick, pack, and ship Orders directly to Retailer's customers. Supplier shall include packing slips that do not disclose Supplier's cost or other confidential pricing information unless otherwise authorized in writing.

5.2 Shipping; Carriers. Supplier shall use commercially reasonable carriers and methods for the shipping of Orders and shall comply with carrier requirements. Any shipping charges, insurance, or expedited freight shall be handled as agreed in writing or reflected on the relevant invoice.

5.3 Title and Risk of Loss. Title to Products passes from Supplier to Retailer upon Supplier's delivery to the carrier. Risk of loss passes upon delivery to carrier except where parties agree otherwise in writing.

6. Inventory, Backorders and Cancellations

Supplier will use commercially reasonable efforts to maintain inventory and notify Retailer of backorders. Retailer may cancel or modify Orders prior to Supplier's shipment confirmation, provided Retailer reimburses Supplier for any third-party costs reasonably incurred by Supplier in reliance on the Order.

7. Returns; Warranty Claims

7.1 Returns. Returns policy shall be as set forth in Exhibit C or the returns policy entered below. Returns handling procedure:

7.2 Warranty Claims. Supplier warrants Products to be free from defects in material and workmanship for the period specified in Exhibit D. Supplier shall handle and, if appropriate, approve warranty claims; Retailer shall direct customers to Supplier's returns portal or process as directed by Supplier.

8. Intellectual Property

Supplier grants Retailer a limited, non-exclusive, non-transferable license to use Supplier's trademarks, product images and descriptions solely to market and sell the Products under this Agreement. Retailer shall not alter Supplier's trademarks or create derivative works without Supplier's prior written consent.

Retailer grants Supplier a license to use Retailer's marks only as necessary for order processing and shipping. All rights not expressly granted are reserved by the respective owner.

9. Confidentiality

Each party agrees to hold in confidence and not disclose Confidential Information received from the other party, and to use such Confidential Information only for performance under this Agreement. Confidential Information includes pricing, customer data, product costs, and business processes. Confidential obligations survive termination for a period of five (5) years.

10. Compliance with Laws; Product Safety

Each party shall comply with all applicable laws, regulations, and industry standards. Supplier represents that Products comply with applicable safety and labeling requirements. Retailer shall not advertise or label Products in a manner that violates laws or third-party rights.

11. Representations and Warranties

Each party represents and warrants that it has full corporate power to enter into this Agreement, that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and that performance will not violate any third-party agreement or applicable law.

12. Indemnification

Supplier shall indemnify, defend and hold harmless Retailer from third-party claims arising from defects in Products, manufacturing defects, or Supplier's breach of representation. Retailer shall indemnify, defend and hold harmless Supplier from third-party claims arising from Retailer's advertising, pricing errors, or breach of customer privacy obligations. Indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

13. Limitation of Liability

Except for willful misconduct or indemnification obligations, neither party shall be liable to the other for special, consequential, incidental, or punitive damages. Supplier's aggregate liability for direct damages shall be limited to the total amount paid by Retailer to Supplier under this Agreement in the twelve (12) months preceding the claim.

14. Term and Termination

14.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months and automatically renews for successive one (1) year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

14.2 Termination for Cause. Either party may terminate immediately upon material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

15. Notices

Notices shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail via certified mail, addressed to the addresses above or as otherwise specified in writing.

16. Assignment

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, sale of all or substantially all assets, or corporate reorganization, provided the assignee assumes the assigning party's obligations.

17. Amendments; Waiver; Counterparts

This Agreement may be amended only by a writing signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument.

18. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of laws principles. Governing Law State/Country:

19. Entire Agreement; Severability

This Agreement, including any exhibits and written orders incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

Additional Terms

Sign Now