A neutral-form agreement setting up a dropshipping arrangement, where a Vendor sells a Supplier's products to the Vendor's customers and the Supplier ships them directly, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Consumer law: where the Vendor sells online to consumers, the Vendor is usually the trader responsible to the customer both under the Consumer Rights Act 2015 (satisfactory quality, conformity with contract) and under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which give consumers cancellation rights (typically a 14-day period) even where goods are not faulty. Make sure clause 7 reflects who carries that responsibility, and that the Supplier supports it. - Be clear on who is the seller of record and who handles VAT, customs and product safety/compliance. - Have a solicitor review before use.
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THIS DROPSHIPPING AGREEMENT is made on [DATE]
BETWEEN (1) [SUPPLIER NAME] of [ADDRESS / COMPANY NUMBER] (the "Supplier"); and (2) [VENDOR NAME] of [ADDRESS / COMPANY NUMBER] (the "Vendor").
Agreed terms
1. Arrangement. The Vendor will market and sell the Supplier's products (the "Products", listed in Schedule 1) to customers via the Vendor's [website/store]. On each sale, the Supplier will ship the Products directly to the Vendor's customer.
2. Orders. The Vendor will forward each customer order and delivery details to the Supplier. The Supplier will accept or reject orders within [NUMBER] hours and fulfil accepted orders within [NUMBER] days.
3. Pricing and payment. The Supplier's price to the Vendor for each Product is set out in Schedule 1. The Vendor sets its own resale price. The Vendor will pay the Supplier [per order / [FREQUENCY]] within [NUMBER] days [or via the agreed payment process].
4. Shipping and packaging. The Supplier will package and dispatch Products [using neutral/Vendor-branded packaging as agreed], with tracking, and meet the delivery standards in Schedule 1.
5. Stock and accuracy. The Supplier will keep the Vendor informed of stock availability and product information; the Vendor will present Products accurately.
6. Returns. Returns and refunds will be handled as set out in Schedule 2, consistent with the Vendor's obligations to its customers.
7. Consumer responsibility and compliance. As between the parties, [the Vendor / as agreed] is responsible to the customer under consumer law, and the Supplier will provide the support and information needed (including for product safety, labelling and any recalls). Each party will comply with applicable law.
8. Branding and IP. Each party retains its own intellectual property. The Vendor may use the Supplier's product images and descriptions solely to sell the Products.
9. Confidentiality, term and termination. Each party will keep the other's confidential information secret. This Agreement runs from [DATE] and may be ended by either party on [NUMBER] days' notice, or immediately for material breach or insolvency.
10. Liability and indemnity. Neither party excludes liability that cannot lawfully be excluded. The Supplier will indemnify the Vendor against claims arising from defective Products or the Supplier's breach.
11. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [SUPPLIER NAME]: __________________ Date: [DATE]
Signed for [VENDOR NAME]: __________________ Date: [DATE]
Schedule 1 (Products, prices and delivery standards · Schedule 2) Returns process
--- This template is a starting point and not legal advice. Dropshipping raises consumer-law, VAT and product-safety issues, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.