Fulfillment Agreement for India

Fulfillment Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes the terms and conditions under which a fulfillment service provider will manage warehousing, inventory storage, order processing, and shipping services for a client company. The document addresses key aspects including service levels, operational procedures, technology integration, pricing, liability, and compliance with Indian regulations including the Indian Contract Act, 1872, and relevant logistics and e-commerce laws. It includes detailed provisions for inventory management, quality control, reporting requirements, and performance metrics while ensuring compliance with local warehousing and transportation regulations.

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What is a Fulfillment Agreement?

The Fulfillment Agreement is essential for businesses operating in India that require professional third-party logistics and fulfillment services. This document is particularly relevant in today's rapidly growing e-commerce landscape, where companies need efficient and reliable fulfillment operations without investing in their own infrastructure. The agreement covers all aspects of the fulfillment relationship, from receiving and storing inventory to processing and shipping orders, while ensuring compliance with Indian commercial laws and regulations. It's designed to protect both parties' interests while establishing clear operational guidelines, performance standards, and commercial terms. The document becomes particularly important as Indian businesses increasingly adopt digital commerce models and require scalable fulfillment solutions.

What sections should be included in a Fulfillment Agreement?

1. Parties: Identifies the fulfillment service provider and the client company, including their registered addresses and company details

2. Background: Contextualizes the agreement by explaining the client's business, fulfillment needs, and the provider's services

3. Definitions: Defines key terms used throughout the agreement including technical and operational terminology

4. Scope of Services: Details the core fulfillment services to be provided, including receiving, storage, picking, packing, and shipping

5. Service Level Requirements: Specifies performance metrics, processing times, accuracy rates, and other service standards

6. Operational Procedures: Outlines standard procedures for inventory receipt, storage, order processing, and shipping

7. Technology and Systems: Describes the inventory management systems, integration requirements, and data exchange protocols

8. Pricing and Payment Terms: Details service fees, payment schedule, and billing procedures

9. Term and Termination: Specifies contract duration, renewal terms, and termination conditions

10. Liability and Insurance: Establishes liability limits, insurance requirements, and risk allocation

11. Confidentiality: Protects confidential information exchanged during the service relationship

12. Force Majeure: Addresses circumstances beyond parties' control affecting service delivery

13. Dispute Resolution: Establishes procedures for resolving disputes between parties

14. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and governing law

What sections are optional to include in a Fulfillment Agreement?

1. International Shipping: Include when services involve cross-border shipments, detailing customs procedures and compliance requirements

2. Dangerous Goods Handling: Required when dealing with hazardous materials or regulated substances

3. Value-Added Services: Include when offering additional services like kitting, assembly, or custom packaging

4. Returns Processing: Include when reverse logistics services are part of the scope

5. Climate Control Requirements: Necessary for temperature-sensitive or perishable goods

6. Security Procedures: Include for high-value items requiring special security measures

7. Seasonal Operations: Include when dealing with seasonal fluctuations requiring special arrangements

8. White Label Services: Include when fulfillment provider operates under client's brand

9. Data Protection: Required when handling personal data in EU territories or similar jurisdictions

What schedules should be included in a Fulfillment Agreement?

1. Schedule A - Service Level Agreement: Detailed metrics and KPIs for measuring service performance

2. Schedule B - Pricing Schedule: Detailed breakdown of all charges, fees, and rate calculations

3. Schedule C - Operating Procedures Manual: Detailed procedures for all warehouse operations and handling instructions

4. Schedule D - Systems Integration Specifications: Technical requirements for IT systems integration and data exchange

5. Schedule E - Insurance Requirements: Detailed insurance coverage requirements and minimum limits

6. Schedule F - Facility Specifications: Details of warehouse facilities, equipment, and storage conditions

7. Appendix 1 - Authorized Personnel: List of key contacts and authorized representatives from both parties

8. Appendix 2 - Prohibited Items: List of items that cannot be handled or stored

9. Appendix 3 - Reporting Templates: Standard formats for operational and performance reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

E-commerce

Retail

Manufacturing

Logistics and Transportation

Consumer Goods

Fashion and Apparel

Electronics

Food and Beverage

Healthcare and Pharmaceuticals

Automotive Parts

Industrial Supplies

Relevant Teams

Legal

Operations

Supply Chain

Logistics

E-commerce

Procurement

Warehouse Operations

Commercial

Business Development

Risk Management

Finance

Information Technology

Relevant Roles

Supply Chain Manager

Logistics Director

E-commerce Operations Manager

Procurement Manager

Warehouse Manager

Operations Director

Business Development Manager

Contract Manager

Legal Counsel

Chief Operating Officer

Head of E-commerce

Fulfillment Center Manager

Distribution Center Manager

Supply Chain Director

Commercial Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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