This Vendor Contract (the "Contract") is entered into by and between Ecomm Shop, a company incorporated under the laws of the Philippines, with its principal place of business at 123 Main Street, Anytown, Philippines, and [Vendor Name], a company incorporated under the laws of the Philippines, with its principal place of business at [Address] (collectively, the "Parties" and individually, a "Party").
The Parties agree to enter into a business relationship whereby Ecomm Shop will promote and sell the products and services offered by [Vendor Name] (the "Products") through its website and services, including its Affiliate Program and Shop to Earn Cashback Program (collectively, the "Services").
Term and Termination
The term of this Contract shall commence on the date of execution and shall continue until terminated by either Party upon thirty (30) days’ written notice.
Products and Pricing
[Vendor Name] shall provide the Products to Ecomm Shop at the agreed-upon price specified in Exhibit A attached hereto. [Vendor Name] shall be solely responsible for the quality, safety, and legality of the Products. [Vendor Name] shall promptly notify Ecomm Shop of any changes to the Products or their pricing.
Order Processing and Delivery
Ecomm Shop shall be responsible for processing orders for the Products and for arranging for delivery to the customer. [Vendor Name] shall be responsible for fulfilling the orders and ensuring timely delivery of the Products to Ecomm Shop or the designated carrier.
Payment
Ecomm Shop shall pay [Vendor Name] for the Products sold through the Services within thirty (30) days of the end of each calendar month, provided that the total amount owed to [Vendor Name] is at least PHP 1,000. If the total amount owed is less than PHP 1,000, it will be carried over to the next month.
Intellectual Property
[Vendor Name] shall retain all intellectual property rights in and to the Products. Ecomm Shop shall have a non-exclusive, revocable license to use [Vendor Name]'s trademarks and trade names in connection with the promotion and sale of the Products through the Services.
Warranties and Indemnification
[Vendor Name] warrants that the Products do not infringe upon any third-party intellectual property rights and that the Products comply with all applicable laws and regulations of the Philippines. [Vendor Name] shall indemnify, defend, and hold harmless Ecomm Shop and its affiliates, officers, directors, and employees from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with [Vendor Name]'s breach of this warranty.
Confidentiality
The Parties shall maintain the confidentiality of all non-public information disclosed by the other Party in connection with this Contract. This obligation shall survive the termination of this Contract and shall not apply to information that is publicly known or becomes publicly known through no fault of the receiving Party.
Governing Law and Dispute Resolution
This Contract shall be governed by and construed in accordance with the laws of the Philippines. Any disputes arising out of or in connection with this Contract shall be resolved through amicable negotiation between the Parties. If the Parties are unable to resolve the dispute through negotiation, they agree to submit the dispute to arbitration in accordance with the rules of the Philippine Dispute Resolution Center, Inc.
Entire Agreement
This Contract constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous agreements or understandings, whether written or oral. This Contract may not be amended or modified except in writing signed by both Parties.
Severability
If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Waiver
The failure of either Party to enforce any right or provision of this Contract shall not be deemed a waiver of such right or provision.
Force Majeure
Neither Party shall be liable for any failure to perform its obligations under this Contract due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or government regulations.
Assignment
This Contract shall not be assigned by either Party without the prior written consent of the other Party.
Counterparts
This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Exhibit A
Product Name: [Product Name]
Price: PHP [Price]
Quantity: [Quantity]
Total: PHP [Total]
