E-commerce Vendor Agreement (“Agreement”) is made and entered into on  01/07/2020.


(Seller Company) incorporated under the Companies Act, having its registered office at (Seller Address), through _______________________,__________ its duly Authorized Representative (hereinafter referred to as “Vendor”), of the First Part;

AND, a concern of IT Castle, company incorporated under the Companies Act, Bangladesh Statutory Law having its registered office at 11 Mitali Road, West Dhanmondi, Dhaka-1209, Bangladesh, represented by its Chief Executive Officer Mahade Hassan Khan (hereinafter referred to as “Company”), of the Second Part.



A.     Vendor is engaged in on Credit Sale & Promotion Agreement.

B.     the Vendor is engaged in the business of manufacturing/importing/distributing Technological/Tech Items/Product and similar items;

C.     Company owns “” located at the following URL: hereinafter referred to as the “” and have many registered users to whom Company offer Online market place services wherein various Technological/Tech Item/products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.

D.     Vendor is desirous of setting up an online store on Website and has offered to sell products through the said online store, Company has agreed to create the said online store upon the following terms and conditions.

E.     The above referred Vendor and Company are hereinafter collectively referred to as “Parties” and individually as “Party”.

F.      the parties hereto have after mutual discussions have come to an agreement that the products of the Vendor will be marketed by on their ecommerce store;




1.      Definitions: For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

1.1. “Company” shall mean




1.2. “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.

1.3. “Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of shipping charges, if any.

1.4. “Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.

1.5. Order for the Product of the Vendor. “Order” shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.

1.6. “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.


2. Consideration and Payment Terms:

2.1. will pay cash within 15 days, for security Reason Company will provide a security cheque to Vendor.

2.2. In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product (up to a maximum limit of BDT 500) and the said charges will be deducted from the amount due and payable to Vendor.

2.3. Further Company shall debit the Service charges (up to a maximum limit of BDT 500) to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.

2.4 The Company shall handover security check or bank guaranty to vendor as on security purpose. (Amount Mention) In that amount basis vendor shall delivery goods within that amount.


3. Obligations of the Vendor: The Vendor shall-

3.1. Through the interface provided by the Company on the creation on Online Store of Vendor, shall upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.

3.2. Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, and vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to

 Upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.

3.3. Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.

3.4. Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.

3.5. On receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store.

3.6. In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.


4. Warranties, Representations and Undertakings of the Vendor: The Vendor warrants and represents that-

4.1. They have the right and full authority to enter into this Agreement with the Company.

4.2. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.

4.3. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;

4.4. That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.

4.5 That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.

5.1    . Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.

6.1 . Communications, Customer Service, Termination

 All notices, request, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered by registered post at   the address mentioned above or email referring the name of the following contact persons(s):

This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.



In witness whereof, the parties have hereto caused their respective Signatures and Company seal to be affixed the day and year first hereinabove mentioned.






For XYZ Company












 Md. Emtiaz Mahamud Dinnar


    (Manager, Acquisition )