Contract for Supply and Delivery of Goods

Between

TailorSmart.in

And

______________________

This Contract for the Supply and Delivery of Goods (“Contract”) is entered into between
TailorSmart.in, hereinafter referred to as TailorSmart, and ______________ hereinafter
referred to as the the Supplier.
1. Introduction and Integral Documents

The Supplier agrees to provide TailorSmart with textile raw material and/or tailormade (made to measure) garments in accordance with the terms and conditions of this Contract and its Annexes, if any.

The following documents form an integral part of this Contract:

• Purchase Order for textile and/or Designs/garments chosen by customers on ourportal
• Delivery Schedule and Technical Specifications
• Quality Assurance Certificate ( ensuring there is no Brand mismatch)

2. Goods/Services Supplied
2.1. The Supplier agrees to supply to TailorSmart the Goods in strict accordance with the specifications, and at the price stated for each item.

2.2 The Supplier agrees to supply the following incidental services: (a) ensuring that the right cut length or full length is supplied (b) As the quantity increases, higher discount is made applicable to Tailorsmart (c) digital pictures of the textile the supplier wishes to sell on Tailorsmart,in along with its unique code which will be applicable
only to Supplier (d) Ensure never out of stock supplies for Tailorsmart (e) training of TailorSmart’s personnel for its new range its specifications, advantages etc (f) Providing swatches of textiles on regular basis for display to customers(G) Tailorsmart will be responsible to provide the measurements of the customer in
accordance to the agreed measurement parameters( F) Supplier has to support a need which may arise for a site visit during the free trial at the customer’s choice of venue. This will on need basis and will be intimated at least
48 hours in advance.

3. Charges and Payment
3.1 The Supplier shall invoice TailorSmart on delivery of the Goods in accordance with this Contract and payment shall become due 15 calendar days after acceptance by TailorSmart of the Goods.
3.2 Payments shall be made in by bank transfer to the following bank account of the Supplier as per agreed terms.
3.3 The Price specified in clause 3.1 is the total charge to TailorSmart. The Supplier shall be responsible for the payment of all taxes, duties, levies and charges assessed on it in connection with this Contract.
3.4 TailorSmart shall be entitled, without derogating from any other right it may have, to defer payment of part or all of the Price until the Supplier has completed, to the satisfaction of TailorSmart.

4. Delivery
4.1 The Goods shall be delivered to TailorSmart: on a delivery schedule mutually agreed to upon by TailorSmart and the Supplier. Cost of delivery is deemed included in the Price specified in clause 3.1 of this Contract.
4.2 In the event of breach of this clause TailorSmart reserves the right to: (a) Terminate this Contract without liability by giving an immediate notice and to charge the Supplier with any loss incurred as a result of the Supplier’s failure to make the delivery within the time specified.

5. Inspection and Acceptance
5.1 Where any annexed Technical Specifications state what inspections and tests are required and where they will be carried out, those terms will prevail in the event of any inconsistency with the provisions in this clause.
5.2 TailorSmart or its representative shall have the right to inspect and/or test the goods at no extra cost to TailorSmart at the premises of the Supplier, at the point of delivery or at the final destination. The Supplier shall facilitate such inspections and provide required assistance.
5.3 TailorSmart shall have 15 calendar days after proper receipt of the Goods purchased to inspect them and either accept or reject them as non-conforming with this Contract. Based on an inspection of a valid sample, TailorSmart may reject the entire delivery. TailorSmart may also charge the cost of inspecting rejected Goods to the Supplier. All rejected Goods will be returned to the Supplier, transportation charges collect, or held by TailorSmart for disposition at Supplier’s risk and expense. TailorSmart’s right to reject the Goods shall not be limited or waived by the Goods having been previously inspected or tested by TailorSmart prior to delivery.
5.4 The Supplier agrees that TailorSmart’s payment under this Contract shall not be deemed acceptance of any Goods delivered here under.
5.5 The Supplier agrees that any acceptance by TailorSmart does not release the Supplier from any warranty or other obligations under this Contract.
5.6 Title to the Goods shall pass to TailorSmart when they are delivered and accepted by TailorSmart. Risk of loss, injury, or destruction of the Goods shall be borne by the Supplier until title passes to TailorSmart.

6. Adjustments
6.1 TailorSmart reserves the right to change at any time the quantities, packaging, unit size, place, method and/or time of delivery or the ancillary services to be provided. Where Goods are being specifically produced for TailorSmart, TailorSmart may also make changes to the drawings, designs or specifications.

6.2 The Supplier agrees to proceed with this Contract in accordance with any such change(s) and to submit a claim request for an equitable adjustment in the Price or delivery terms caused by such change(s).
6.3 TailorSmart may deem any claim by the Supplier for equitable adjustments under this clause waived unless asserted in writing within 10 days from the date of receipt by the Supplier of TailorSmart’s change(s).
6.4 No change in, modification of, or revision to this Contract shall be valid unless made in writing and signed by an authorized representative of TailorSmart.

7. Packaging
7.1 The Supplier must provide proper and adequate packaging in accordance with best commercial practice, to ensure that the Goods being delivered to TailorSmart will be free of damage. Packaging must be adequate to allow for rough handling during transit, exposure to extreme temperatures, salt and precipitation during transit and open storage, with consideration for the type of Goods and transportation mode.
TailorSmart reserves the right to reject any delivery that is deemed not to have been packaged adequately.
7.2 Packing, marking and documentation shall comply with any requirements or instructions notified by TailorSmart.

8. Warranties
8.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination.
8.2 The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods/Services delivered under this Contract will conform to the specifications,
drawings, samples, or other descriptions furnished or specified by TailorSmart.

8.3 TailorSmart shall promptly notify the Supplier in writing of any claims arising under this warranty.
8.4 Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to TailorSmart.
8.5 TailorSmart’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty.
8.6 The Supplier further represents and warrants that:
(a) It has full title to the Goods, is fully qualified to sell the Goods to TailorSmart, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Contract;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Contract;
(c) In all circumstances it shall act in the best interests of TailorSmart;
(d) No official of TailorSmart or any third party has received or will be offered by the Supplier any direct or indirect benefit arising from this Contract or award thereof;
(e) It has not misrepresented or concealed any material facts in the procuring of this Contract;
(f) The Supplier, its staff or shareholders have not previously been declared by TailorSmart ineligible to be awarded contracts by TailorSmart;
(g) It shall abide by the highest ethical standards in the performance of this Contract, which includes not engaging in any discriminatory or exploitative practice.
(h) The prices for the Goods under this Contract do not exceed those offered for similar goods to Supplier’s other customers;

(i) The Price specified in clause 2.1 of this Contract shall constitute the sole remuneration of the Supplier in connection with this Contract. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or the discharge of its obligations
hereunder. The Supplier shall ensure that any subcontractors, as well as the personnel and agents of either of them,
similarly, shall not receive any additional remuneration.

9. Termination and Re-procurement
9.1 TailorSmart may terminate this Contract, in whole or in part, at any time with written notice to the Supplier. Any monies paid in advance by TailorSmart shall be refunded on or before the date of termination.
9.2 If TailorSmart terminates this Contract in whole or in part for default on the part of the Supplier, it may acquire elsewhere goods similar to those terminated and the Supplier shall be liable for any excess costs to TailorSmart for the re-procurement of those Goods as well as the removal of any or all of the Supplier’s product or equipment from TailorSmart’s premise or other places of delivery. The Supplier shall not be liable for any excess costs if the failure to perform under this Contract arises from causes beyond its control and without fault or negligence of the Supplier.
9.3 Upon any such termination, the Supplier shall waive any claims for damages including loss of anticipated profits on account thereof.

10. Independent Contractor
The Supplier shall provide the Goods under this Contract as an independent contractor and not as an employee, partner, or agent of TailorSmart.

11. Audit
The Supplier agrees to maintain financial records, supporting documents, statistical records and all other records in accordance with generally accepted accounting principles to sufficiently substantiate all direct and indirect costs of whatever nature involving transactions related to the supply and delivery of Goods and incidental services under this Contract. The Supplier shall make all such records available to TailorSmart or its designated representative at all reasonable times.

12. Use of TailorSmart’s Name
The official logo and name of TailorSmart may only be used by the Supplier in connection with this Contract and with the prior written approval of TailorSmart.

13. Final Clauses
13.1 This Contract will enter into force upon signature by both Parties and shall remain in force until completion of all obligations of the Parties under this Contract.
13.2 Amendments to this Contract may be made by mutual agreement in writing between the Parties.

14. One Time Registration / Administration Fee :​ A one time Registration fee of Rs. 10,000 ( Rupees ten thousand only ) will be applicable, This fee will be a non-refundable fee. This will give the supplier rights to post a maximum of 50 images on the website which could be designs or textiles. These images can be changed, modified every week and will be approved for posting by the administrator of Tailorsmart. These images should not carry any brand of the suppliers in any form. The only brand it will carry is Tailorsmart.

Signed on _____________________________ at ________________________________
For: TailorSmart

(name) (title)

For: _________________________

(name) (title)