This Vendor Agreement ("Agreement") is entered into as of the date of electronic acceptance or execution, by and between:
AMIROOP HEALTHION LLP, a Limited Liability Partnership incorporated under the laws of India, represented by its designated partners/directors Dr. Rupali Srivastava and Amit Kumar Srivastava, operating the e-commerce platform "Healthion India" (hereinafter referred to as the "Company / Platform", which expression shall include its successors and permitted assigns);
— AND —
The Vendor / Brand Owner / Manufacturer (hereinafter referred to as the "Vendor", which expression shall include its legal representatives, successors, and permitted assigns).
1. Purpose & Scope of Services
The Company operates an online marketplace under the brand name Healthion India dedicated to Ayurvedic, Herbal, Organic, and Holistic Wellness products.
The Vendor desires to list, promote, and sell its legally manufactured and compliant wellness products through the Healthion India platform.
2. Mandatory Compliance & Documentation
Prior to listing any products, the Vendor must submit and maintain valid:
- Goods and Services Tax Identification Number (GSTIN) and PAN.
- Certificate of Incorporation / Partnership Deed / Business Registration.
- Valid AYUSH Manufacturing/Marketing License or FSSAI License (as applicable to the product category).
- Complete Certificate of Analysis (COA) and batch lab reports upon request.
3. Product Quality, Packaging & Expiry Standards
- Genuineness: The Vendor guarantees that all products are 100% authentic, unadulterated, accurately labeled, and compliant with the Drugs and Cosmetics Act, AYUSH guidelines, and FSSAI standards.
- Shelf Life: No product with less than 6 months remaining shelf life (or less than 50% of total shelf life, whichever is higher) shall be dispatched to customers.
- Packaging: The Vendor must package products securely in tamper-evident materials to withstand transit.
4. Commercial Terms & Payment Settlement Cycle
| Component | Policy / Term Details |
|---|---|
| Marketplace Commission | 12% platform fee on the net selling price (exclusive of GST). |
| Payment Gateway & Logistics | Standard payment gateway transaction fees and shipping costs deducted as per actuals. |
| Settlement Cycle | Payouts processed every T+7 to T+10 business days after successful order delivery and expiry of the customer return window. |
| Taxes & Invoicing | Platform generates vendor payout statements; Vendor is responsible for remitting GST on product sales. |
5. Order Fulfillment, Returns & Replacements
- Dispatch Timeline: The Vendor must process and dispatch orders within 24 to 48 hours of receiving the order notification.
- Returns & Damaged Goods: If a customer receives a damaged, expired, or incorrect product, the Vendor shall bear the full cost of replacement/refund and reverse logistics.
6. Representations, Warranties & Indemnity
The Vendor represents that its product formulations, packaging designs, and promotional materials do not infringe on any third-party intellectual property or make unsubstantiated medical claims (e.g., claiming to cure terminal illnesses without clinical backing).
The Vendor agrees to indemnify and hold harmless Amiroop Healthion LLP, Dr. Rupali Srivastava, and Amit Kumar Srivastava from any customer claims, regulatory penalties, or legal actions arising out of product defects, mislabeling, or non-compliance with AYUSH/FSSAI norms.
7. Term, Termination & Jurisdiction
- Term: This Agreement is effective from the date of onboarding and remains active until terminated by either party with a 30-day written notice.
- Immediate Termination: The Company reserves the right to immediately delist the Vendor for counterfeit goods, expired inventory, or regulatory violations.
- Governing Law: This Agreement shall be governed by the laws of India, and any disputes shall be subject to the exclusive jurisdiction of the competent courts in Lucknow, Uttar Pradesh.