Vendor/Partner Agreement

This Vendor/Partner Agreement ("Agreement") governs the relationship between NOTOXIC® Universe and vendors, suppliers, and partners operating under NOTOXIC® Earth and B2B supply programs. By applying to become a vendor or partner, or by accepting a vendor/partner agreement, you (the "Vendor" or "Partner") agree to be bound by these terms.

This Agreement supplements but does not replace our general Terms & Conditions. Individual vendor agreements may contain additional terms specific to your partnership.

1. Ethical Sourcing Requirements

All vendors and partners must adhere to strict ethical sourcing standards:

• Fair Trade Practices: Ensure fair compensation for all workers and suppliers in the supply chain
• No Child Labor: Zero tolerance for child labor or forced labor
• Safe Working Conditions: Provide safe, healthy working environments
• Environmental Responsibility: Minimize environmental impact in sourcing and production
• Transparency: Disclose supply chain information and sourcing practices

2. Organic Certifications

Products marketed as organic must have valid certifications:

• GOTS (Global Organic Textile Standard): Required for organic textiles
• USDA Organic / India Organic: Required for organic food and agricultural products
• Other Recognized Certifications: As applicable per product category

Certifications must be current and verifiable. Vendors must provide certification documents and maintain compliance.

3. Fair Labor Requirements

All vendors must ensure:

• Fair wages meeting or exceeding local minimum wage requirements
• Reasonable working hours and overtime compensation
• Freedom of association and collective bargaining rights
• No discrimination based on gender, race, religion, or other protected characteristics
• Regular audits and compliance verification

4. IP Ownership of Designs

4.1 Vendor-Owned Designs

Designs created by vendors remain the property of the vendor. NOTOXIC® Universe receives a license to use, display, and sell products featuring vendor designs for the duration of the partnership.

4.2 Co-Created Designs

Designs co-created with NOTOXIC® Universe are jointly owned, with usage rights specified in individual design agreements.

4.3 NOTOXIC® Brand Designs

Designs created by NOTOXIC® Universe for vendor products remain the property of NOTOXIC® Universe. Vendors receive a license to produce and sell products featuring these designs.

5. Price Locking Clauses

Pricing terms are specified in individual vendor agreements:

• Fixed Pricing: Prices locked for specified contract periods
• Price Adjustment: Price changes require 30 days written notice and mutual agreement
• Cost-Plus Pricing: Where applicable, cost increases must be justified and documented
• Volume Discounts: Pricing tiers based on order volume as specified in agreements

6. Non-Toxic Materials Declaration

All vendors must provide:

• Material Composition: Complete list of materials and components used
• Toxicity Testing: Third-party testing results confirming non-toxic status
• Certification Compliance: Compliance with NOTOXIC® Certification standards
• Regular Updates: Notification of any material changes or substitutions

False or misleading declarations may result in immediate termination and legal action.

7. Quality Standards

All products must meet NOTOXIC® Universe quality standards:

• Product quality inspections and approvals
• Compliance with product specifications
• Packaging and labeling requirements
• Consistency across production batches

8. Delivery and Fulfillment

Vendors must:

• Meet agreed delivery timelines
• Maintain adequate inventory levels
• Provide accurate inventory updates
• Handle returns and replacements per agreement terms

9. Payment Terms and Commission

9.1 Payment Terms

Payment terms are specified in individual vendor agreements, typically:

• Net 30: Payment within 30 days of invoice date (most common)
• Net 45: Payment within 45 days of invoice date (for established vendors)
• Payment upon Delivery: Payment upon delivery and acceptance of goods
• Milestone Payments: For large orders, payments may be tied to production milestones

9.2 Commission Structure

Commission or margin structure varies by vendor agreement:

• Fixed Commission: Fixed percentage or amount per sale
• Tiered Commission: Commission rates based on sales volume or performance
• Wholesale Pricing: Vendors sell to NOTOXIC® Universe at wholesale prices; we set retail prices
• Revenue Share: Percentage of revenue shared with vendor

9.3 Payment Deductions

Payments may be subject to deductions for:

• Quality issues or defective products
• Returns and refunds
• Late delivery penalties
• Non-compliance penalties
• Chargebacks or payment disputes

9.4 Payment Processing

Payment processing:

• Payments are processed according to agreed payment terms
• Invoices are generated upon delivery or as per agreement
• Payment is made via bank transfer or as specified in agreement
• Payment statements are provided monthly or as per agreement

10. Vendor Onboarding and Eligibility

10.1 Application Process

To become a vendor or partner:

1. Submit vendor application through NOTOXIC® Universe platform
2. Provide required documentation (certifications, business registration, etc.)
3. Undergo evaluation and approval process
4. Sign vendor agreement and complete onboarding

10.2 Eligibility Requirements

Vendors must meet:

• Valid business registration and licenses
• Required certifications (organic, fair trade, etc.)
• Ethical sourcing and fair labor compliance
• Quality standards and production capabilities
• Financial stability and payment history
• Alignment with NOTOXIC® Universe values and mission

10.3 Onboarding Requirements

Upon approval, vendors must:

• Complete vendor profile and product listings
• Provide product samples for quality approval
• Set up payment and banking information
• Complete training on platform usage and requirements
• Sign confidentiality and IP agreements

11. Product Listing and Catalog Management

11.1 Product Listing Requirements

All product listings must include:

• Accurate product descriptions and specifications
• High-quality product images (minimum requirements specified)
• Pricing information (as per agreement)
• Certification and compliance information
• Material composition and sourcing details
• Shipping and delivery information

11.2 Catalog Management

Vendors are responsible for:

• Keeping product listings up to date
• Updating inventory levels in real-time
• Notifying of product discontinuations or changes
• Maintaining accurate pricing and availability

11.3 Product Approval

New products require approval:

• Product samples must be submitted for quality review
• Approval process typically takes 5-7 business days
• Products must meet NOTOXIC® Certification standards
• Approved products can be listed and sold

12. Performance Standards and Compliance

12.1 Performance Metrics

Vendor performance is measured by:

• Order Fulfillment Rate: Percentage of orders fulfilled on time
• Quality Rating: Customer ratings and reviews
• Return Rate: Percentage of products returned
• Response Time: Time to respond to inquiries and issues
• Compliance Score: Adherence to ethical and quality standards

12.2 Compliance Audits

NOTOXIC® Universe may conduct:

• Regular compliance audits (ethical sourcing, certifications)
• Quality inspections and product testing
• Supply chain transparency audits
• Financial and business verification

12.3 Performance Improvement

If performance falls below standards:

• Performance improvement plan may be required
• Additional training or support may be provided
• Listing suspension may occur until issues are resolved
• Termination may result from persistent non-compliance

13. Inventory and Fulfillment Obligations

13.1 Inventory Management

Vendors must:

• Maintain adequate inventory to fulfill orders
• Update inventory levels in real-time on platform
• Notify immediately of stockouts or inventory issues
• Maintain minimum stock levels (as per agreement)

13.2 Order Fulfillment

Vendors are responsible for:

• Processing orders within agreed timeframes
• Accurate order picking and packing
• Shipping orders according to delivery timelines
• Providing tracking information
• Handling returns and replacements per policy

13.3 Fulfillment Methods

Fulfillment may be:

• Vendor Fulfillment: Vendor ships directly to customers
• NOTOXIC® Fulfillment: Products shipped to NOTOXIC® warehouse for fulfillment
• Dropshipping: Vendor ships on behalf of NOTOXIC® Universe

14. Branding and Marketing

14.1 NOTOXIC® Brand Usage

Vendors may use NOTOXIC® branding:

• Only as authorized in vendor agreement
• In accordance with brand guidelines
• For approved marketing and promotional materials
• Subject to NOTOXIC® Universe approval

14.2 Vendor Branding

Vendor branding:

• Vendors may display their own branding on products (subject to approval)
• Co-branding opportunities may be available
• Branding must not conflict with NOTOXIC® Universe values

14.3 Marketing Support

NOTOXIC® Universe may provide:

• Product promotion and marketing support
• Featured placement opportunities
• Social media and content marketing
• Co-marketing opportunities

15. Data and Confidentiality

15.1 Confidential Information

Vendors must maintain confidentiality of:

• Pricing and commercial terms
• Business strategies and plans
• Customer data and information
• Proprietary processes and technologies
• Design specifications and IP

15.2 Data Protection

Vendors must:

• Comply with data protection laws (GDPR, DPDP Act)
• Protect customer data shared for order fulfillment
• Use data only for agreed purposes
• Report data breaches immediately

15.3 Confidentiality Duration

Confidentiality obligations:

• Survive termination of agreement
• Continue for 3 years after termination (or as specified)
• Apply to all confidential information disclosed during partnership

16. Suspension and Termination

16.1 Suspension

NOTOXIC® Universe may suspend vendor account for:

• Performance issues or quality concerns
• Compliance violations under investigation
• Payment issues or outstanding balances
• Security concerns or suspicious activity

During suspension, vendors cannot list new products or receive new orders. Suspension may be lifted upon resolution of issues.

16.2 Termination

Either party may terminate the agreement:

• With Notice: 30 days written notice (standard termination)
• For Cause: Immediately for material breach of agreement
• Quality/Compliance: For failure to meet quality or ethical standards
• Non-Payment: For persistent payment issues

16.3 Effect of Termination

Upon termination:

• Product listings are removed from platform
• Outstanding orders must be fulfilled or canceled per terms
• Outstanding payments must be settled
• Confidentiality obligations survive termination
• IP licenses may be revoked (as per agreement)

17. Dispute Resolution

17.1 Good Faith Resolution

Parties agree to resolve disputes in good faith:

• Direct negotiation between parties
• Escalation to management if needed
• Mediation before legal action (if applicable)

17.2 Governing Law

This Agreement is governed by:

• Laws of India
• Jurisdiction of courts in Chennai

18. Support and Account Management

18.1 Vendor Support

NOTOXIC® Universe provides:

• Vendor portal for account management
• Email and phone support for vendor inquiries
• Training and resources for platform usage
• Performance analytics and reporting

18.2 Account Manager

Established vendors may be assigned:

• Dedicated account manager
• Regular performance reviews
• Strategic partnership discussions

19. Contact Us

For vendor/partner inquiries or to become a vendor:

NOTOXIC® Universe Vendor Relations
Email: [email protected]