This Supplier Agreement ("Agreement") executed in Mumbai, India
Last Updated: April 9, 2025
Kahaan Jewels, a company incorporated under the Companies Act, 2013 having its Registered Office at 324 Soham Arcade, Green City Road, Near Bagban Circle, Surat, Gujarat 395009 and having Corporate Office at A-204, Near Diamond Village, Parth complex Jadakhadi, Mahidharpura, Surat, Gujarat 395003 (hereinafter referred to as the "Supplier" which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the ONE PART;
NOW THEREFORE, in consideration of mutual promises and undertaking herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
This Agreement shall remain in force for an initial period of 3 (three) years from the Effective Date (‘Term’) unless terminated sooner following the provisions of this Agreement.
The Agreement may be extended further for a period and on such terms and conditions as may be mutually agreed between the Parties in writing.
The Supplier agrees to supply diamonds to the Platform on an outright sales or Memo basis. The diamonds shall be of the quality and specifications outlined in Annexures attached hereto, as may be amended from time to time by the parties in writing.
3.1 The Supplier agrees to provide to the Platform and the Platform agrees to avail from the Supplier the inventory on an issuance basis on the terms and conditions set forth herein.
3.2 The Supplier will provide API, FTP, or CSV/XML format for inventory to the Platform via Supplier Dashboard.
3.3 The Platform will be selling the approved inventory of the Supplier and the end-consumer will be directly purchasing the inventory from the Platform.
The Platform may submit purchase orders to the Supplier from time to time for the purchase of diamonds. Each purchase order shall specify the quantity and price of the diamonds to be purchased, as well as any other terms and conditions agreed to by the parties.
The price of the diamonds sold to the Platform shall be the price outlined in the purchase order provided by the supplier. The Platform, additionally, has the control to change the prices [commissions] from time to time and to manage a fair price for the buyers & dealers.
The Platform shall pay the Supplier for the diamonds purchased under this Agreement within approximately 7-10 (seven to ten) working days of receipt of the diamonds unless otherwise agreed to by the parties in writing. The Platform takes the responsibility of releasing the payment to the Supplier via the bank integrations, which will be done through the backend APIs, and hence, the payment shall be initiated.
Title to and risk of loss for the diamonds shall pass from the Supplier to the Platform upon delivery of the diamonds to the end-consumers. In contrast, for any tampering, damage, or quality issues to the product sent by the Supplier to the Kahaan Jewels office, the costs shall be borne by the Supplier.
n consideration of the provision of the inventory by the Supplier following the terms and conditions of this Agreement. The Supplier shall be solely liable for the payment of all central, state, and local levies, taxes, and duties if any), by whatever name called, as may become due and payable concerning the inventory, and any amounts payable by the Platform to the Supplier shall be subject to any tax required to be deducted at source following the applicable Laws and Regulations.
The platform will have 2 [two] days from the date of delivery to inspect and accept or reject the diamonds. If Platform rejects any of the diamonds, it will promptly notify the Supplier in writing via email.
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The Supplier:
The Platform:
Supplier warrants that the diamonds delivered under this Agreement will be of the quality and quantity specified in the purchase order, and will be free from defects in material and workmanship. Supplier further warrants that it has good and marketable title to the diamonds and that the sale of the diamonds to Platform will not infringe any third-party rights and/or any patent, trademark, or other intellectual property rights of any third party.
The Supplier retains all rights, titles, and interests in and to any intellectual property associated with the diamonds supplied under this Agreement.
14.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon 30 days written notice to the other party. Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement mentioned in Annexures.
Subject to the provisions of this Agreement, the Parties shall have a right to terminate this Agreement, at any time by giving not less than 30 days prior written notice of its intention to do so, to the other Party.
14.2 Notwithstanding anything herein contained, Parties may by giving notice in writing to each other, forthwith terminate this Agreement under any one or more of the following circumstances:
14.3 It is hereby agreed and understood by the Parties that the provisions of this Section shall not limit or restrict, nor shall they preclude any party from pursuing such further and other legal actions against each other for any breach or non-compliance of the terms of this Agreement.
14.4 On the expiry or termination of this Agreement, each party shall hand over or cause to be handed over all the Information, assets, documents, instruments, and/or properties of or relating to, all other related materials in possession of each other to authorized officials.
Neither party will be liable to the other for any indirect, special, consequential, or incidental damages arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable or whether either party has been advised of the possibility of such damages.
The Supplier shall indemnify and hold harmless the Platform, its officers, directors, employees, and agents, from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of the Supplier’s warranties or any claim that the diamonds supplied by the Supplier infringe any patent, trademark, or other intellectual property rights of any third party and proceedings asserted or brought against the Party, its employees, officers, directors, and agents including attorney's cost, expenses accruing, incurred, or suffered directly or indirectly arising on account of:
The Parties agree that it shall comply with applicable central, state, and local bye-laws, ordinances, regulations, and codes in performing its obligations hereunder, including the procurement of licenses, permits, and certificates and payment of taxes where required.
This Agreement is on a principal-to-principal basis between the Parties hereto. Nothing contained in this Agreement shall be construed or deemed to create any association, partnership or joint venture or employer-employee relationship, or principal-agent relationship in any manner whatsoever between the parties.
Each Party agrees that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein.
For the avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party: (a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or other appropriate remedies (except to the extent that the original Party’s compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) discloses only such information as is required by the governmental entity or otherwise required by Law; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
19.1 Each party recognizes that in the course of the transactions envisaged by this Agreement, it may be privy to certain confidential information (whether or not the information is marked or designated as "confidential" or "proprietary") relating to each other and its businesses including legal, financial, technical, commercial, marketing and business-related records, data, documents, reports, etc., client information, the terms of this Agreement and the details of the negotiations between the Parties (the "Information"). Both parties agree that it shall:
19.2 The obligations contained in this Section shall not apply to any part of the Information in the case where that part of the Information is or has become public (other than by breach of this Agreement) and shall not restrict any disclosure by a Party that is required by law or any governmental, official or regulatory body which is lawfully entitled to require any such disclosure, provided that so far as it is lawful and practical to do so before such disclosure, such Party when subject to such disclosure shall promptly notify the other Party, wherever legally permissible, of such requirement to provide the opportunity for the other Party to contest such disclosure or otherwise to agree on the timing and content of such disclosure. In any event, such Party may disclose only that portion of the Confidential Information as is legally required.
The obligations contained in this Section shall continue to apply after the termination or expiry of this Agreement.
The Parties shall first endeavor to settle such difference, dispute, claim, or difference or question by mutual discussion, failing which the same shall be referred to an Arbitral Tribunal. The Arbitral Tribunal would be consisting of two Arbitrators and one Presiding Arbitrator. Each party shall appoint one arbitrator and both the Arbitrators thus appointed shall appoint a Presiding arbitrator. The Majority Award passed by the Arbitral Tribunal would be final and binding on both parties.
The arbitration proceedings shall be conducted following the provisions of the Arbitration and Conciliation Act, 2021, or any statutory modification or re-enactment thereof for the time being in force. The Arbitration proceedings shall be held in English and the place of Arbitration would be New Delhi.
21.1 Parties shall be entitled to suspend or excuse the performance of their respective obligations under this Agreement to the extent that the Party is unable to render such performance by an event of Force Majeure (a “Force Majeure”).
21.2 Force Majeure includes the following events and/or circumstances to the extent that they are their consequences satisfy the requirements set forth: “War, revolution, riots, sabotage, break down in law and order, lockout, strikes, work shutdowns, imposed by Government Act or Legislature or other Authorities, stoppage in supply of raw materials, fuel or electricity, water supply, breakdowns of essential machinery, acts of God, epidemics, fires, earthquakes, floods, explosions, accidents or any other acts or events beyond its control, will be considered “FORCE MAJEURE”.
21.3 Parties shall not be liable in event of any inability to perform this agreement on account of a Force Majeure event. The affected party shall intimate the other party within 7 days of invocation of the force majeure event. An ‘Extraordinary’ event for this agreement, shall mean the absence of the occurrence of any negotiations between the Supplier and the Platform.
The Supplier shall use the name and/or trademark/logo of the Platform, its group companies, subsidiaries, or associates in any state or marketing publication or advertisements or in any other manner with the prior written consent of the Platform.
Both parties agree that any product including but not limited to information, reports, studies, software (including source codes, object codes, and executables), flow charts, diagrams, and other tangible and intangible material of any nature whatsoever produced by or as result of any of the inventory rendered hereunder shall be the sole and exclusive property of the respective party.
In light of any applicable data protection regulations and laws in India (“the Act”), to the extent that any of the data/information extended from either Party and/or collected/processed by either Party, according to this Agreement, consists of “personal data” defined as any information relating to an identified or identifiable natural person, which is a person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, the particular Party shall procure that its employees, representatives and/or agents agree to observe the personal data protection requirements hereunder as may be modified from time to time.
This Agreement is on a non-exclusive basis and the Supplier shall have the right to provide the inventory to the other platforms.
This Agreement shall not constitute the appointment of either Party as the legal representative or agent of the other Party. No Party to this Agreement shall have any right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other Party to this Agreement except as may be specifically provided in this Agreement, neither Party shall assume or be responsible for any liability or obligation of any nature of, or any liability or obligation that arises from any act or omission to act of, the other party however or whenever arising.
Notices or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or via email.
The supplier will deliver the diamonds to Platform's designated location within 24 hours of accepting a purchase order. In case, of a delay in the delivery within a set timeframe, the applicable reason must be conveyed to the Platform for acceptance. The parties may agree to a different delivery schedule in writing if in case the supplier is located out of the Mumbai vicinity. The Platform will use reputed logistics companies such as Sequel, BVC & Malcamit, for domestic and international shipments.
To: Kahaan Jewels Private Limited
Address: 324 Soham Arcade, Green City Road,
Near Bagban Circle, Surat, Gujarat 395009
Attention: Mr. Mitul Shah
Email: info@kahaanjewels.com
To:
Address:
Attention:
Email:
If any provision of this Agreement is rendered void, illegal, or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Should any provision of this Agreement be or become ineffective for reasons beyond the control of the Parties, the Parties shall use reasonable endeavors to agree upon a new provision which shall as nearly as possible have the same commercial effect as the ineffective provision.
No waiver of any provision of this Agreement nor consent to any departure from it by any Party shall be effective unless it is mutually agreed upon and put in writing. A waiver or consent shall be effective only for the purpose for which it is given. No default or delay on the part of any Party in exercising any rights, powers, or privileges operates as a waiver of any right, nor does a single or partial exercise of a right preclude any exercise of other rights, powers, or privileges.
This Agreement constitutes the entire understanding between the Parties hereto concerning the subject matter of this Agreement and supersedes all prior agreements and undertakings, written or oral, concerning the subject matter hereof except as otherwise expressly provided herein.
No modification, amendment, waiver, discharge, or termination of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties.
This Agreement shall be governed by and construed following the laws of India and shall be subject to the exclusive jurisdiction of the courts in Mumbai and/or New Delhi.
No failure or delay on the part of any Party in exercising any right, power, or privilege under this Agreement and no course of dealing between the Parties shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights, powers, and remedies herein expressly provided are cumulative and not exclusive of any rights, powers, or remedies, which the Parties would otherwise have. No notice to or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any of the other Parties to any other or further action in any circumstances without notice or demand.
Each of the parties hereto shall cooperate with the others and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time to carry out, give effect to, and confirm their rights and intended purpose of this Agreement.
Each of the parties shall pay its legal, accountancy, and other costs and expenses incurred concerning the negotiation, preparation, and execution of this Agreement.
The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all parties hereto shall so survive the completion and termination of this Agreement.
This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations, understandings, and agreements between the parties, whether oral or written. This Agreement may not be amended except in writing, signed by both parties.
The supplier does not take the responsibility of providing returns support of their inventory to the platform and the stone will be considered as sold .
All payments must be made within 7 to 10 business days from the date of invoice, unless otherwise agreed in writing. Delays in payment may result in penalties or suspension of services.
Products once sold are not eligible for return, except in cases of damage, defect, or incorrect item delivery. Requests for return must be made within 48 hours of receiving the product, along with valid proof
Through its Authorized Signatory Mr. Mitul Shah [Director]
SIGNED, SEALED, AND DELIVERED
By the within named
Kahaan Jewels Private Limited
The Supplier should abide by the following terms and conditions:
As a Supplier using the Platform, you agree not to:
