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The Retail Supplier Agreement serves as the primary contractual framework for establishing and managing supplier-retailer relationships in the Indian market. This document is essential when a supplier intends to provide products to retail businesses on a recurring basis, requiring detailed terms for ordering, delivery, quality standards, and payment processes. It ensures compliance with Indian commercial laws, including the Sale of Goods Act 1930, Consumer Protection Act 2019, and GST regulations. The agreement is designed to protect both parties' interests while facilitating smooth business operations, incorporating necessary provisions for quality assurance, returns handling, and dispute resolution specific to the Indian retail sector.

1. Parties: Identification and details of the supplier and retailer, including registered addresses and company registration numbers

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Supply: Details of products/goods to be supplied and basic supply terms

5. Ordering Process: Procedures for placing and confirming orders

6. Delivery Terms: Delivery timeframes, logistics, and responsibilities

7. Price and Payment: Pricing structure, payment terms, and invoicing procedures

8. Quality Standards: Product quality requirements and quality assurance processes

9. Warranties and Representations: Warranties regarding products and general business operations

10. Returns and Replacements: Procedures for handling defective or unsold products

11. Term and Termination: Duration of agreement and termination provisions

12. Confidentiality: Protection of confidential information and trade secrets

13. Intellectual Property: Rights and usage of trademarks, patents, and other IP

14. Indemnification: Mutual indemnification obligations and liability limitations

15. Force Majeure: Provisions for unforeseen circumstances and their handling

16. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment