Dropshipping Agreement Template

DROPSHIPPING AGREEMENT

Date: Date

Between:

Supplier: Supplier Name

Address: Supplier Address ("Supplier," "we," or "us")

AND

Retailer: Retailer Name

Address: Retailer Address Business Name: DBA/Store Name Website: Website URL ("Retailer" or "you")

RECITALS

WHEREAS, Supplier manufactures/distributes certain products and wishes to engage Retailer to sell such products; and

WHEREAS, Retailer operates an e-commerce business and wishes to sell Supplier's products via dropshipping arrangement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DROPSHIPPING ARRANGEMENT

### Business Model Supplier agrees to:

• Maintain inventory of products
• Accept orders forwarded by Retailer
• Package products with Retailer branding (if applicable)
• Ship directly to Retailer's customers
• Provide order tracking information

Retailer agrees to:

• Market and sell products through approved channels
• Forward customer orders to Supplier
• Pay Supplier's wholesale prices
• Handle customer service and returns
• Maintain professional brand image

2. AUTHORIZED PRODUCTS

### Product Catalog Supplier authorizes Retailer to sell the following products:

Product Category: Category

Products: List or "As specified in Product Catalog"

SKU Numbers: Range or specific numbers

### Product Updates

• Supplier provides updated catalog: Frequency
• New products added: Process
• Discontinued products: Notice period
• Product information includes: Descriptions, images, specifications, pricing

### Product Restrictions Retailer shall NOT sell:

• Products not in authorized catalog
• Discontinued or recalled products
• Products in territories where Supplier lacks distribution rights
• Products below minimum advertised price (MAP) if applicable

3. PRICING AND PAYMENTS

### Wholesale Pricing

• Prices as set forth in current Price List (Exhibit A)
• Prices in: Currency
• Price updates: Notice period advance notice
• Volume discounts: If applicable

Pricing Structure:

• Base wholesale price: Percentage% off retail
• Tier 1 (Quantity units/month): Percentage% discount
• Tier 2 (Quantity units/month): Percentage% discount
• Tier 3 (Quantity+ units/month): Percentage% discount

### Retail Pricing

• Retailer sets own retail prices
• Minimum Advertised Price (MAP): If applicable
• Suggested retail price (MSRP): Provided by Supplier
• Retailer's margin: Typical percentage

### Payment Terms

• Payment due: Prepaid/Net terms
• Payment method: Credit Card/ACH/Wire/PayPal
• For prepaid orders: Payment before order fulfillment
• For net terms: Net Number days from invoice

### Order Payment

• Retailer pays: Wholesale price + shipping cost
• Minimum order value: \$Amount
• Minimum order quantity: Number units (if applicable)
• Shipping costs calculated at: Actual cost/Flat rate/Zone-based

### Invoicing

• Invoices sent: Per order/Daily/Weekly
• Invoice method: Email/Platform/Portal
• Payment processing: Method and timeframe

4. ORDERING PROCESS

### Order Submission Retailer shall submit orders via:

• Online portal/API/Email/Phone
• Required information: Customer name, shipping address, products, quantities
• Orders submitted: As received/Batch timing

### Order Acceptance

• Supplier confirms orders within: Timeframe
• Supplier may reject orders for: Out-of-stock items, invalid addresses, payment issues
• Backorders: Automatically fulfilled/Require approval/Cancelled

### Order Changes

• Changes accepted if order not yet shipped
• Change requests: Process and timing
• Cancellation policy: Terms

### Inventory Management

• Real-time inventory updates: Yes/No/Frequency
• Inventory access via: Portal/API/File export
• Out-of-stock notifications: Real-time/Daily
• Retailer responsibility to verify stock before selling

5. FULFILLMENT AND SHIPPING

### Processing Time

• Standard processing: Number business days
• Rush processing: Available/Not available at additional cost of Amount
• Orders received by Time process same day
• Weekend/holiday processing: Policy

### Shipping Methods

Domestic:

• Standard: Carrier and timeframe
• Expedited: Carrier and timeframe
• Overnight: Carrier and timeframe

International:

• Available/Not available
• Countries served: List
• Customs documentation: Provided by Supplier

### Shipping Costs

• Calculated by: Actual cost/Zone/Weight/Flat rate
• Charged to Retailer: At cost/Markup/Included in wholesale price
• Free shipping threshold: If applicable

### Packaging and Branding

• Standard packaging: Description
• Blind shipping: Available/Standard
• Custom packaging: Available for additional fee
• Branded inserts: Allowed/Provided by Supplier
• Packing slips: Retailer branding/Blank/Supplier branding
• No Supplier branding visible to end customer

### Tracking

• Tracking provided: Timing after shipment
• Tracking access: Portal/Email/API
• Delivery confirmation: Available

6. RETURNS AND REFUNDS

### Return Policy

• Return window: Number days from delivery
• Returnable items: Defective/Unopened/All
• Return authorization required: Yes/No

### Return Process

Customer Returns:

1. Customer contacts Retailer customer service 2. Retailer evaluates return request 3. Retailer issues RMA to Supplier 4. Customer ships to: Return address 5. Supplier inspects and processes

Return Address:

Supplier Return Center Address

### Refund Responsibility

• Defective products: Supplier issues credit/refund to Retailer
• Customer dissatisfaction: Retailer/Supplier responsibility
• Wrong item shipped: Supplier responsibility
• Customer error: Retailer responsibility

### Refund Processing

• Supplier credit issued: Timeframe
• Credit applied to: Future orders/Cash refund
• Restocking fee: Percentage% for Specific situations

### Damaged or Defective Items

• Reported within: Number days of delivery
• Photo evidence required
• Supplier provides: Replacement/Refund
• Return shipping: Prepaid label provided

7. QUALITY CONTROL

### Product Quality Supplier warrants products shall:

• Be free from defects in materials and workmanship
• Match provided descriptions and specifications
• Comply with applicable safety standards and regulations
• Be new unless otherwise specified

### Quality Issues

• Defect rate exceeding Percentage%: Retailer may suspend orders pending resolution
• Supplier shall address quality issues promptly
• Repeated quality problems: Grounds for termination

### Product Liability

• Supplier maintains product liability insurance: Amount
• Supplier responsible for product defects and safety issues
• Supplier indemnifies Retailer for product liability claims

8. INTELLECTUAL PROPERTY

### Supplier IP

• Supplier retains all rights to trademarks, logos, and product designs
• Supplier grants Retailer limited license to use IP for marketing authorized products
• Retailer shall not register or challenge Supplier's IP rights

### Retailer Use Retailer may:

• Use product images and descriptions provided by Supplier
• Reference Supplier trademarks in product listings
• Create marketing content featuring products

Retailer shall NOT:

• Modify Supplier's trademarks or logos
• Suggest endorsement beyond authorized relationship
• Use IP after termination

### Retailer Brand

• Retailer retains rights to own branding
• Supplier may reference Retailer as authorized partner
• Neither party implies ownership of other's IP

9. MARKETING AND ADVERTISING

### Authorized Channels Retailer may sell through:

• Own e-commerce website: URL
• Marketplace platforms approved by Supplier
• Social media: Platforms
• Other approved channels

### Restricted Channels Retailer shall NOT sell through:

• Prohibited platforms
• Auction sites (unless approved)
• Below MAP pricing
• Channels that harm brand reputation

### Marketing Materials

• Supplier provides: Product photos, descriptions, specifications
• Retailer creates: Own marketing copy, advertisements, promotions
• Brand guidelines: Available/To be followed

### Promotions

• Retailer may run promotions and sales
• Supplier notification: Required/Not required for promotions over Percentage% off
• Supplier may provide: Promotional materials, sale pricing, marketing support

10. CUSTOMER SERVICE

### Retailer Responsibilities Retailer handles:

• Pre-sale customer inquiries
• Order status questions
• Returns and refunds
• Customer complaints
• Product questions (with Supplier support if needed)

### Supplier Support Supplier provides:

• Product information and specifications
• Technical support
• Defective product resolution
• Order and shipping information
• Timely response to Retailer inquiries

### Communication

• Retailer support email: Email
• Supplier support contact: Email/Phone
• Response time: Timeframe

11. DATA AND REPORTING

### Customer Data

• Customer information belongs to: Retailer
• Supplier use limited to: Order fulfillment
• Privacy compliance: Both parties comply with applicable privacy laws
• No marketing to customers by Supplier without Retailer consent

### Reporting Supplier provides:

• Order status reports: Frequency
• Inventory updates: Frequency
• Sales data: Available/Not available
• Access via: Portal/Email/API

### Integration

• API access: Available/Not available
• Integration support: Provided/Fee-based
• Platform compatibility: List platforms

12. EXCLUSIVITY AND COMPETITION

### Non-Exclusive This is a non-exclusive arrangement. Both parties may engage with other partners.

### Territory

• Geographic scope: Worldwide/Specific countries
• Exclusive territory: None/Specified area if applicable

### Competing Products

• Retailer may sell: Competing products/Category restrictions
• Supplier may engage: Other dropship partners

13. CONFIDENTIALITY

### Confidential Information Both parties agree to maintain confidentiality of:

• Pricing and terms
• Customer data
• Business strategies
• Proprietary information
• Trade secrets

### Obligations

• Use only for Agreement purposes
• Protect from disclosure
• Not share with third parties
• Return/destroy upon termination

14. TERM AND TERMINATION

### Initial Term This Agreement commences on Start Date and continues for Duration or until terminated.

### Renewal Automatically renews for successive Duration periods unless either party provides Notice Period days written notice of non-renewal.

### Termination for Convenience Either party may terminate with Number days written notice.

### Termination for Cause Immediate termination if either party:

• Materially breaches and fails to cure within Number days
• Engages in fraudulent activity
• Violates intellectual property rights
• Becomes insolvent or ceases operations

### Effect of Termination

• Retailer removes product listings immediately
• Supplier fulfills orders placed before termination
• Payment for completed orders required
• Confidentiality obligations survive
• IP license terminates

15. REPRESENTATIONS AND WARRANTIES

### By Supplier

• Authority to enter this Agreement
• Owns/controls products offered
• Products comply with applicable laws
• Will fulfill orders professionally

### By Retailer

• Authority to enter this Agreement
• Operates legitimate business
• Complies with applicable laws
• Accurately represents products to customers

### Disclaimer EXCEPT AS EXPRESSLY PROVIDED, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

16. LIMITATION OF LIABILITY

NEITHER PARTY LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

SUPPLIER'S LIABILITY LIMITED TO AMOUNTS PAID BY RETAILER IN TWELVE (12) MONTHS PRECEDING CLAIM.

Exceptions: Gross negligence, willful misconduct, indemnification obligations, IP infringement.

17. INSURANCE

Supplier shall maintain:

• Product liability insurance: Amount
• General liability insurance: Amount

Retailer shall maintain:

• General liability insurance: Amount
• Business insurance: As applicable

18. FORCE MAJEURE

Neither party liable for delays due to circumstances beyond reasonable control, including natural disasters, pandemics, strikes, or supplier shortages.

19. GENERAL PROVISIONS

### Independent Contractors Parties are independent contractors, not partners or agents.

### Entire Agreement This Agreement constitutes the entire agreement between the parties.

### Amendments Modifications must be in writing and signed by both parties.

### Governing Law This Agreement governed by laws of Jurisdiction.

### Dispute Resolution Disputes resolved through: 1. Good faith negotiation 2. Mediation 3. Binding arbitration in Location

### Assignment No assignment without written consent, except to successors.

### Notices All notices to addresses above or as updated in writing.

### Severability Invalid provisions severed; remaining provisions remain in effect.

SIGNATURES:

SUPPLIER:

Signature: _______________________

Name: Name

Title: Title

Date: _______________________

RETAILER:

Signature: _______________________

Name: Name

Title: Title

Date: _______________________

EXHIBIT A: PRICE LIST

Attach current wholesale price list

EXHIBIT B: AUTHORIZED PRODUCTS

Attach product catalog or list