ORDER FULFILMENT AGREEMENT

This Order Fulfilment Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_principal_company}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Principal”);

{{f4_name_of_fulfilment_partner}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its principal place of business at {{f5_address_of_fulfilment_partner}} (“Fulfilment Partner”).

The Principal and the Fulfilment Partner are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. APPOINTMENT AND NATURE

1.1. The Principal hereby appoints the Fulfilment Partner on a non-exclusive, non-transferable basis to provide order fulfilment services strictly in accordance with this Agreement.

1.2. The Fulfilment Partner acts as an independent contractor and not as an agent, distributor, or employee of the Principal.

2. SCOPE OF SERVICES

2.1. The Fulfilment Partner shall perform the following services (“Services”):
(a) receipt and storage of inventory supplied by the Principal;
(b) order processing and picking;
(c) packing in accordance with specifications;
(d) dispatch and handover to logistics partners;
(e) handling returns, replacements, and reverse logistics;
(f) maintenance of inventory and order records.

2.2. No service outside Clause 2.1 shall be implied or deemed included.

3. SERVICE LEVEL OBLIGATIONS

3.1. Orders shall be processed and dispatched within {{f6_dispatch_time}} hours from receipt of confirmed order.

3.2. Order accuracy rate shall not be less than {{f7_accuracy}}.

3.3. Maximum permissible order loss/damage rate shall be {{f8_threshold}}.

3.4. Failure to meet service levels shall constitute material breach.

4. INVENTORY MANAGEMENT

4.1. Title to inventory shall remain with the Principal at all times.

4.2. Risk of loss or damage shall pass to the Fulfilment Partner upon physical receipt and remain until successful dispatch.

4.3. The Fulfilment Partner shall maintain real-time inventory records and conduct physical reconciliation every {{f9_period}}.

5. PACKAGING AND BRANDING

5.1. Packaging standards shall strictly comply with {{f10_packaging_specifications}}.

5.2. No substitution, alteration, or co-branding is permitted without written approval.

6. FEES AND PAYMENT

6.1. Fees payable shall be as follows:

Service	Rate
Storage	{{f11_rate}}
Pick & Pack	{{f12_rate}}
Dispatch	{{f13_rate}}
Returns	{{f14_rate}}

6.2. Payments shall be made within {{f15_number}} days from receipt of valid invoice.

6.3. The Principal may deduct penalties, damages, and losses from payments.

7. TAXES AND COMPLIANCE

7.1. The Fulfilment Partner shall be solely responsible for all statutory compliances applicable to its operations, employees, and premises.

7.2. The Principal may deduct taxes at source as required by law.

8. AUDIT AND INSPECTION

8.1. The Principal shall have the right to audit facilities, records, and systems upon {{f16_number}} days’ prior notice.

8.2. Non-cooperation shall constitute material breach.

9. CONFIDENTIALITY AND DATA SECURITY

9.1. All operational, customer, pricing, and order data constitutes Confidential Information.

9.2. The Fulfilment Partner shall implement reasonable security practices under the Information Technology Act, 2000.

9.3. Confidentiality obligations survive termination for 5 years.

10. REPRESENTATIONS AND WARRANTIES

The Fulfilment Partner represents that:
(a) it has all licenses, manpower, and infrastructure;
(b) Services shall be performed with due skill and care;
(c) no subcontracting shall occur without written consent.

11. INDEMNITY

11.1. The Fulfilment Partner shall indemnify and hold harmless the Principal against losses arising from:
(a) inventory loss or damage;
(b) incorrect dispatch or delays;
(c) regulatory non-compliance;
(d) breach of confidentiality or data protection.

12. LIMITATION OF LIABILITY

12.1. Aggregate liability of the Fulfilment Partner shall not exceed {{f17_liability_cap}}.

12.2. This limitation shall not apply to fraud, wilful misconduct, inventory loss, or data breach.

13. TERM AND TERMINATION

13.1. This Agreement shall remain in force for {{f18_term}}.

13.2. The Principal may terminate immediately upon:
(a) service level breach;
(b) inventory discrepancies;
(c) insolvency;
(d) data or confidentiality breach.

13.3. Either Party may terminate without cause upon {{f19_notice_period}} written notice.

14. CONSEQUENCES OF TERMINATION

14.1. Upon termination:
(a) all inventory shall be returned within {{f20_number}} days;
(b) access to systems shall be revoked;
(c) outstanding liabilities shall be settled.

15. FORCE MAJEURE

15.1. Neither Party shall be liable for failure due to events beyond reasonable control, excluding payment obligations.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by the laws of India.

16.2. Disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f21_city_india}}
Language: English.

16.3. Courts at {{f22_city_india}} shall have exclusive jurisdiction for interim relief.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior arrangements.

18. AMENDMENT

18.1. Any amendment must be in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Principal
Name: {{f23_name}}
Designation: {{f24_designation}}
Signature: _______________________
Date: {{f25_date}}

For the Fulfilment Partner
Name: {{f26_name}}
Designation: {{f27_designation}}
Signature: _______________________
Date: {{f28_date}}

Order Fulfilment Agreement

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