Dropshipping supply agreement template

Dropshipping Supply Agreement

Parties: Supplier · Seller

1. Purpose

The Supplier supplies the products described below to the Seller and ships them directly to the Seller’s customers on the Seller’s orders (“dropshipping”). The Seller sells the products to its customers in its own name and on its own account, handles the customer relationship and sets its own retail prices. The Supplier does not sell to the Seller’s customers in its own name under this agreement.

2. Products and product data

The products covered by this agreement are:

[[Product names, models and specifications]]

The Supplier gives the Seller accurate product data (descriptions, specifications, images, packaging weights and sizes) and keeps it up to date. It tells the Seller [[7]] days in advance of products it will withdraw or whose specifications or origin will change.

3. Orders and stock

The Seller sends each order to the Supplier through [[the Supplier’s portal / an API or data feed / email]], stating the product, the quantity, the customer’s delivery address and the contact details needed for delivery, and the shipping method.

The Supplier keeps its stock figures for the Seller up to date at least [[daily]] and confirms or declines each order within [[2]] business days. A confirmed order is binding.

The Seller does not offer products that the Supplier has shown as out of stock. If a confirmed order cannot be filled, the Supplier tells the Seller at once and refunds what the Seller has paid for it.

4. Prices and payment

The Seller pays the Supplier, for each product shipped, the wholesale price shown in the price schedule of this contract plus these shipping costs: [[Shipping charges, or included]]

The Seller owes the wholesale price whether or not its own customer pays; the Seller’s retail prices are its own decision.

Prices change only on [[30]] days’ notice in writing or in electronic form, and orders confirmed before the change keep the old price.

The Seller pays on the payment terms stated in this contract, and the Supplier ships [[once the Seller has paid / on credit up to the agreed limit]].

5. Shipping and delivery

The Supplier packs each confirmed order within [[3]] business days and ships it to the customer’s address by this carrier and service, and sends the Seller the tracking number without delay: [[Carrier and service, e.g. standard tracked shipping]]

Unless the parties agree otherwise, the parcel shows the Seller’s name as the sender and [[contains no invoice, price list or advertising of the Supplier / may contain the Supplier’s delivery note]].

The delivery times that the Seller states to its customers match the delivery times the Supplier has given the Seller.

Customs, import duties and taxes on deliveries across borders are dealt with as follows: [[Who handles customs, duties and taxes]]

6. Ownership and risk

Ownership of the products passes to the Seller [[when the Seller has paid for them / when the Supplier hands them to the carrier]], and then from the Seller to its customer under the Seller’s own terms of sale.

The risk of loss or damage in transit is borne by [[the Supplier / the Seller]] until the customer has received the parcel.

7. Quality, defects and returns

The Supplier warrants that the products match the product data, are free from defects, and may lawfully be sold and shipped to the countries named here: [[Countries the Supplier ships to]]

The Seller deals with its customers’ complaints and returns as the law that applies to its sales requires, and tells the Supplier within [[7]] days of a defect report or return. Returns go to [[the Supplier’s return address / the Seller’s address]].

For a defective product or a wrong shipment that the Supplier caused, the Supplier replaces the product or refunds or credits the wholesale price and the costs of return and re-shipping.

A customer’s change of mind is the Seller’s own risk, unless the parties agree here that the Supplier takes the product back: [[the Supplier does not take products back / the Supplier takes back unused products within 14 days]]

8. Lost, damaged or wrong parcels

The Seller reports a parcel that is lost, damaged or wrong within [[14]] days after the expected delivery date, with the order number and what it knows about the problem. The Supplier traces the parcel with the carrier and, within [[10]] business days, ships a replacement or refunds or credits the wholesale price and shipping costs, unless the problem was caused by wrong delivery data from the Seller. The Supplier makes its own claim against the carrier.

9. Customer data and privacy

The Seller gives the Supplier a customer’s name, address and contact details only as far as needed to deliver the order. The Supplier uses them only for that delivery and for handling returns and complaints about it, does not use them to market to the Seller’s customers, gives them to no one but the carrier, and deletes them when they are no longer needed, as the law that applies requires.

Each party follows the data protection law that applies to it. Where the law requires a separate agreement for this processing of personal data, the parties sign one before the first order.

10. Product information, marketing and legal compliance

The Seller advertises and describes the products truthfully, uses the Supplier’s product data without changing its meaning, and makes no promises about the products that the Supplier has not confirmed.

Each party meets the legal requirements that apply to it as producer, importer, supplier or seller of the products, such as labelling, product safety, import and export rules and consumer information; the Supplier provides the documents and test reports the Seller needs for this.

Each party tells the other without delay of a safety problem or recall, and the parties cooperate on it.

11. Brand and image use

The Supplier allows the Seller to use the product images, descriptions and brand names that the Supplier provides to offer and advertise the products for as long as this agreement runs. The Seller acquires no rights in them and stops using them when the agreement ends, except for orders that are still being filled. The Supplier confirms that it has the right to give this permission.

12. Term and termination

This agreement starts on the effective date and runs until either party ends it on [[30]] days’ notice in writing or in electronic form. Either party may end it at once, by notice, if the other seriously breaches it and does not remedy the breach within [[14]] days of being asked to.

Confirmed orders are still shipped and paid for, and returns and complaints about orders shipped before the end are still handled under this agreement. When the agreement ends, the Seller takes down the offers it can no longer fill.

13. Liability

Each party is liable for damage it causes by breaching this agreement, as the law provides. Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s liability under this agreement is limited, for each order, to the value of that order, and in total to the amounts the Seller paid in the [[12]] months before the claim. The Supplier’s duty to refund or credit for defective products and lost parcels is not reduced by this limit.

14. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

Payment of each order at the wholesale price in the price schedule [[before shipping / within 14 days of the invoice]], by [[bank transfer to the account stated on the invoice / card payment through the Supplier’s portal]].

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]