B2B Corporate Supply Agreement

This B2B Corporate Supply Agreement ("Agreement") governs bulk orders, custom corporate orders, and supply relationships for Sustainable Clothing™ and other B2B services through NOTOXIC® Universe. This Agreement applies to all B2B transactions unless superseded by a separate written agreement signed by both parties.

By placing a B2B order or entering into a supply relationship with NOTOXIC® Universe, you (the "Corporate Client" or "Buyer") agree to be bound by these terms. This Agreement supplements but does not replace our general Terms & Conditions.

1. MOQ (Minimum Order Quantity)

Minimum order quantities vary by product type:

Standard Products: MOQ of 50 units per SKU
Custom Designs: MOQ of 100 units per design
Corporate Branding: MOQ of 200 units per design
Large Volume Orders: MOQ negotiable for orders above 1,000 units

MOQ requirements are specified in individual purchase orders and agreements.

2. Pricing

2.1 Volume-Based Pricing

Pricing is tiered based on order volume:

50-99 units: Standard pricing
100-499 units: 10% discount
500-999 units: 15% discount
1,000+ units: Custom pricing (negotiated)

2.2 Custom Design Pricing

Custom designs include:

Design consultation fees (one-time)
Sample production costs
Unit pricing based on final design and quantity

2.3 Price Locking

Prices are locked upon order confirmation. Price adjustments may apply for:

Material cost fluctuations (with 30 days notice)
Design changes requested after confirmation
Rush orders (additional 20% fee)

3. Customization

Customization options include:

Corporate branding and logos
Custom colors and designs
Size and fit customization
Packaging and labeling

Customization requests must be approved before production begins. Design approval timeline: 5-7 business days.

4. Delivery Timelines

Delivery timelines are specified in purchase orders:

Standard B2B Orders: 15-20 business days from order confirmation
Custom Design Orders: 25-30 business days (includes design approval)
Rush Orders: 10-12 business days (additional rush fee applies)
Large Volume (500+ units): 30-45 business days

Delivery timelines begin after design approval (for custom orders) and payment confirmation.

5. Confidentiality

Both parties agree to maintain confidentiality of:

Pricing and commercial terms
Design specifications and proprietary information
Business strategies and plans
Customer and supplier information

Confidentiality obligations survive termination of the agreement.

6. Sustainability Claims Responsibility

NOTOXIC® Universe is responsible for:

Verifying and maintaining sustainability certifications
Ensuring products meet NOTOXIC® Certification standards
Providing accurate sustainability impact data
Compliance with environmental and social standards

Corporate clients may use sustainability claims in their marketing, subject to NOTOXIC® Universe approval and compliance with Sustainability Claims Policy.

7. Penalties

7.1 Late Delivery

Late delivery penalties:

1-3 days late: 2% of order value per day
4-7 days late: 5% of order value per day
More than 7 days late: 10% of order value plus potential order cancellation

7.2 Quality Issues

Quality-related penalties:

Defective products: Replacement or refund at no additional cost
Non-compliance with specifications: 10% penalty plus correction costs
Repeated quality issues: Potential termination of agreement

8. Refund Terms

B2B orders are generally non-refundable except for:

Defective Products: Full refund or replacement
Incorrect Fulfillment: Full refund or correction
Cancellation Before Production: 80% refund (20% cancellation fee)
Cancellation During Production: No refund; payment for work completed

9. Payment Terms and Credit

9.1 Standard Payment Terms

Payment terms are specified in individual purchase orders and may include:

Advance Payment: 50% advance payment upon order confirmation (for new clients or custom orders)
Balance Payment: 50% payment upon delivery and acceptance
Full Advance: 100% advance payment (for small orders or new clients)
Due on Receipt: Payment due immediately upon delivery

9.2 Credit Terms

Established corporate clients may be eligible for credit terms:

Net 15: Payment due within 15 days of invoice date
Net 30: Payment due within 30 days of invoice date (most common)
Net 45: Payment due within 45 days of invoice date
Net 60: Payment due within 60 days of invoice date (for large volume clients)
Net 90: Payment due within 90 days of invoice date (special cases, subject to approval)

9.3 Credit Limit and Approval

Credit terms and limits are subject to:

Credit Application: Credit terms require application and approval
Credit Limit: Credit limit is set based on business relationship, order history, and financial assessment
Credit Review: Credit terms and limits are reviewed periodically
Order Approval: Orders exceeding credit limit may require additional approval

9.4 Payment Methods

Accepted payment methods for B2B orders:

Bank transfer (NEFT, RTGS, IMPS)
Cheque (subject to clearance)
Letter of Credit (LC) for large orders
Online payment gateway (for advance payments)
Post-dated cheques (subject to approval)

9.5 Late Payment Charges

Late payments are subject to:

Interest: 1.5% per month (18% per annum) on overdue amounts
Collection Costs: Costs of collection may be charged
Credit Suspension: Credit terms may be suspended for repeated late payments
Order Hold: Future orders may be held until payment is received

9.6 GST Invoicing

All B2B orders include GST-compliant invoicing:

GST invoice issued upon delivery or as per credit terms
GSTIN must be provided for B2B orders
Reverse charge mechanism applies where applicable
Input tax credit available to corporate clients

10. Order Approval and Workflow

10.1 Order Approval Requirements

B2B orders may require approval based on:

Order Value: Orders above specified thresholds require approval
New Customers: Orders from new corporate clients require approval
Credit Limit: Orders exceeding credit limit require approval
Custom Orders: All custom design orders require approval

10.2 Approval Process

Approval process:

Order is submitted and flagged for approval
Internal review and approval (typically 1-2 business days)
Approval notification sent to client
Order proceeds to production upon approval

10.3 Purchase Orders

Corporate clients must provide:

Purchase Order (PO): Valid purchase order number for all B2B orders
PO Details: PO must include order details, pricing, delivery terms, and payment terms
PO Matching: Invoices will reference PO numbers for accounting purposes

11. Quality Assurance and Inspection

11.1 Quality Standards

All B2B products meet:

NOTOXIC® Certification standards
Specifications as agreed in purchase order
Industry quality standards
Custom design specifications (for custom orders)

11.2 Inspection and Acceptance

Quality inspection process:

Pre-Shipment Inspection: Quality inspection before shipment (for large orders)
Delivery Inspection: Client has 7 days to inspect delivered goods
Acceptance: Acceptance is deemed if no defects are reported within 7 days
Rejection: Defective goods must be reported within 7 days with evidence

11.3 Warranty

Products are warranted against:

Manufacturing defects
Non-compliance with specifications
Material defects

Warranty period: 90 days from delivery date. Warranty does not cover normal wear, misuse, or damage.

12. Cancellation and Modification

12.1 Order Cancellation

Order cancellation terms:

Before Production: 20% cancellation fee; 80% refund
During Production: No refund; payment for work completed and materials used
After Production: No cancellation; full payment required

12.2 Order Modifications

Order modifications may be requested:

Before Production: Modifications may be accommodated (may incur additional costs)
During Production: Modifications may not be possible or may incur significant costs
After Production: Modifications not possible

12.3 Quantity Changes

Quantity changes:

Quantity Increases: May be accommodated if requested before production (pricing may change)
Quantity Decreases: Subject to MOQ requirements; may incur cancellation fees

13. Shipping Terms and Delivery

13.1 Shipping Terms (Incoterms)

Shipping terms are specified in purchase orders and may include:

EXW (Ex Works): Buyer responsible for all shipping and costs
FOB (Free On Board): Seller responsible until goods loaded on vessel
CIF (Cost, Insurance, Freight): Seller pays shipping and insurance to destination
DAP (Delivered At Place): Seller delivers to specified location
DDP (Delivered Duty Paid): Seller responsible for all costs including duties

13.2 Delivery Location

Delivery is made to:

Address specified in purchase order
Warehouse or distribution center (as agreed)
Multiple locations (for large orders, additional charges may apply)

13.3 Delivery Acceptance

Delivery is considered complete when:

Goods are delivered to specified location
Delivery receipt is signed (or delivery is confirmed)
Client has opportunity to inspect goods (7-day inspection period)

14. Liability and Indemnification

14.1 Limitation of Liability

NOTOXIC® Universe liability is limited to:

Order value for defective or non-conforming products
Replacement or refund of defective products
Direct damages only (no indirect, consequential, or special damages)

14.2 Indemnification

Corporate clients agree to indemnify NOTOXIC® Universe against:

Claims arising from client's use of products
Unauthorized use of sustainability claims or certifications
Violation of intellectual property rights
Breach of confidentiality obligations

15. Dispute Resolution

15.1 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)

15.2 Governing Law

This Agreement is governed by:

Laws of India
Jurisdiction of courts in Chennai

16. Account Management and Support

16.1 Dedicated Account Manager

Established B2B clients may be assigned:

Dedicated account manager for personalized support
Priority customer support
Direct communication channel

16.2 Support Channels

B2B support is available through:

Email (dedicated B2B email or account manager)
Phone support (for priority clients)
Online portal (for order tracking and management)

17. Termination and Renewal

17.1 Agreement Termination

Either party may terminate this Agreement:

With Notice: 30 days written notice (for convenience)
For Cause: Immediate termination for material breach
Outstanding Orders: Outstanding orders must be fulfilled unless otherwise agreed

17.2 Effect of Termination

Upon termination:

Outstanding orders must be completed or canceled per terms
Outstanding payments must be settled
Confidentiality obligations survive termination
Return of confidential materials (if applicable)

18. Contact Us

For B2B inquiries or to discuss corporate supply agreements:

NOTOXIC® Universe B2B Sales
Email: [email protected]