VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is executed on this 01 day of 01 2026.

 

BY AND BETWEEN:

Panun Cart, operating through http://www.panuncart.com/, having its principal place of business at ____   Srinagar, J&k, India, hereinafter referred to as the “Marketplace” or “Panun Cart," which expression shall include its successors and assigns,

 

AND

-------------------- having its registered office at ---------------,hereinafter referred to as the "Vendor," which expression shall include its successors and permitted assigns.

 

Panun Cart and Vendor are collectively referred to as the "Parties."

 

1.  TERMS

1.1 This Agreement shall remain valid for a fixed term of five (5) years, commencing from Financial Year 2026–27 and ending on 31 March 2031, unless terminated earlier in accordance with this Agreement.

1.2 Renewal, if any, shall be subject to mutual written consent.

 

2.  SCOPE OF SERVICES

Panun Cart shall provide access to its online marketplace platform, including product listing interface, order management system, payment gateway integration, promotional visibility within the platform, operational guidance, and business support during marketplace-related challenges.

Panun Cart does not guarantee minimum sales, revenue, or traffic.

 

3.  COMMERCIAL TERMS

3.1 Pricing & Listing Structure

a) The vendor shall update and list product prices on the Panun Cart platform after incorporating an additional 11% (eleven percent) over the base selling price.

b) The 11% charge shall include Panun Cart’s service margin, payment gateway charges, processing fees, and applicable operational taxes.

c) The Vendor acknowledges that the listed price must be structured in a manner that accommodates the 11% charge while ensuring compliance with applicable pricing and taxation laws.

3.2 Nature of Sale

a) The Vendor shall sell products directly to customers through the Panun Cart marketplace.

b) The vendor shall remain the seller of record and shall be solely responsible for product quality, warranties, statutory compliance, taxation, invoicing, and customer obligations.

c) Panun Cart operates solely as an online marketplace facilitator and shall not be considered the seller of goods.

3.3 Business Identification

a) The vendor may display its registered business name, address, and statutory details on invoices and product packaging as required by law.

b) Vendor agrees that product listings and invoices may include the statement:

“Marketed by Panun Cart Private Limited”

c) Such marketing attribution shall not transfer ownership or seller liability to Panun Cart.

3.4 Applicability

a) The 11% charge shall apply to all orders processed through the platform, including prepaid, partial payment, and any other supported payment mode.

b) Panun Cart reserves the right to revise commercial terms upon written notice in accordance with platform policy updates.

3.3 Courier & Shipping Policy

a) Vendors must include courier charges within product pricing.

b) Minimum courier charges shall range between ₹80 and ₹90 for shipments up to 1 KG.

c) Orders above ₹1500 shall qualify for free shipping as per platform policies.

d) Panun Cart reserves the right to revise logistics policies.

3.4 Pay-out Terms

a) Vendor payouts shall be processed on the 10th, 20th & 30th of every month, after successful delivery of the order and expiry of the return window.

b) Panun Cart may withhold pay-outs in cases of fraud, excessive returns, policy violations, customer disputes, or investigation into data breaches.

3.  VENDOR OBLIGATIONS

Vendor shall list only lawful and genuine products, maintain accurate product descriptions and pricing, dispatch orders timely, comply with GST and taxation laws, and maintain product quality standards.

The vendor assumes full responsibility for product legality, defects, warranties, and consumer claims.

 

5.  DATA PROTECTION & CONFIDENTIALITY

Customer data shared with the vendor shall be used strictly for order fulfillment purposes.

The vendor shall not contact customers for off-platform sales, share customer data with third parties, store customer data beyond permitted use, or use data for independent marketing.

Any violation shall result in immediate termination, withholding of payouts, and legal action under applicable Indian IT and data protection laws.

6.  INDEMNITY

Vendor agrees to indemnify and hold harmless Panun Cart against all claims, losses, penalties, liabilities, and legal costs arising from product defects, regulatory violations, intellectual property infringement, customer disputes, or data misuse.

7.  LIMITATION OF LIABILITY

Panun Cart shall not be liable for indirect, incidental, or consequential damages, including loss of profits or business interruption

Total liability shall not exceed the commissions earned from the vendor during the preceding three months.

8.  PERFORMANCE-BASED TERMINATION

Panun Cart may suspend or terminate the vendor account if the fulfillment rate falls below 85%, the cancellation rate exceeds 15%, the return rate exceeds acceptable thresholds, repeated customer complaints occur, dispatch delays are frequent, or platform reputation is adversely affected.

Termination shall not relieve the vendor of outstanding liabilities.

9.  NON-COMPETE & NON-CIRCUMVENTION

During the term of this Agreement and for 12 months after termination, Vendor shall not use marketplace customer data for direct solicitation, circumvent the platform for off-platform transactions, or induce customers to transact outside Panun Cart.

Violation shall constitute material breach and trigger liquidated damages.

10.              LIQUIDATED DAMAGES

In the event of data misuse, off-platform solicitation, brand misuse, or fraudulent activity, the vendor shall be liable to pay ₹5,00,000 per instance or actual damages incurred by Panun Cart, whichever is higher.

Panun Cart reserves the right to deduct such damages from pending payouts and pursue further legal remedies.

11.              ARBITRATION & DISPUTE RESOLUTION

Disputes shall first be attempted to be resolved amicably within 30 days.

If unresolved, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996.

A sole arbitrator shall be appointed by Panun Cart.

The seat and venue of arbitration shall be Srinagar, J&K, India.

Proceedings shall be conducted in English, and the arbitral award shall be final and binding.

12.              FORCE MAJEURE

Neither party shall be liable for delay or failure in performance due to events beyond reasonable control, including natural disasters, government restrictions, or technical failures.

13.              GOVERNING LAW

This Agreement shall be governed by the laws of India. Subject to arbitration, courts at Srinagar shall have jurisdiction.

14.              ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes prior discussions. Any amendment must be in writing and signed by both parties.

SIGNATURES

For Panun Cart
Name: HILAL AHMAD MIR
Designation: FOUNDER / CEO
Signature: ________________
Date: 00/00/0000

 

For Vendor
Vendor Name: ____________
Authorized Signatory: _______
Signature: ___________
Date: _______________