Supplier Terms & Agreement

This Supplier Terms & Agreement ("Agreement") is a legally binding contract between Zokit Technologies Private Limited ("Zokit", "we", "us") and the business registering as a supplier ("Supplier", "you") on the Zokit platform ("Platform"). By registering as a Supplier, making products available, or accepting a purchase order, you agree to this Agreement, our Terms & Conditions and Privacy Policy. The Supplier Onboarding Form you complete records your details and the key terms of supply. Where the form and this Agreement differ, this Agreement prevails.

1. Relationship of the Parties

This is a principal-to-principal purchase and resale arrangement. Zokit purchases goods from you in its own name and on its own account, takes title to them, and resells them to its customers at a price it sets. Zokit is the buyer in its dealings with you and the seller of record in its dealings with the customer. Zokit is not your agent, and it does not operate a marketplace on which you sell to customers. Nothing in this Agreement creates a partnership, employment, agency or joint venture between you and Zokit. You are an independent business responsible for your own operations, taxes and compliance.

2. Eligibility, Registration and Verification

• You must be a validly registered business or lawful trader, at least 18 years of age, and able to enter into a binding contract.
• GST registration. You must hold a valid GST registration under the regular scheme and keep it active. A supplier registered under the composition scheme cannot issue a tax invoice and therefore cannot supply Zokit under this Agreement. Tell us immediately if your registration type or status changes.
• You must provide accurate onboarding information, including legal name, GSTIN, PAN, Udyam registration number and MSME category where you hold one, pickup address, and a bank account in the registered business name for payment of your invoices. Mismatched account names delay payment.
• Authorised-dealer verification. You may supply only goods for which you are an authorised dealer of the relevant brand. For each brand you must provide a valid dealership or authorisation certificate. Zokit verifies it and unlocks the corresponding products only after successful verification. You confirm that your agreement with each brand permits you to sell those goods to Zokit for onward resale, and you will tell us of any brand that restricts supplying resellers.
• Where required for the goods you supply, you must provide BIS licence details per brand, and a valid verification certificate for any weighing scale or weighbridge used for goods sold by weight.
• Zokit verifies your GSTIN, PAN, GST filing status, bank details and certificates. Submitting an application does not guarantee approval. Zokit may refuse, suspend or revoke registration, or lock products, if verification fails or information is inaccurate.

3. Catalogue, Purchase Price and Availability

3.1 Zokit product catalogue

• Zokit maintains a standard product catalogue, including the HSN classification, GST rate and, where applicable, the MRP of each product. You may make available only products chosen from this catalogue, and only those you are authorised to supply.
• If a product you are authorised to supply is not in the catalogue, or you believe a product's classification is wrong, contact Zokit support. Zokit will review and update the catalogue where appropriate.
• If you obtain a new dealership or authorisation, send Zokit the certificate so we can verify it and unlock those products.

3.2 Purchase price

• For each product you set the purchase price. This is the price Zokit pays you, inclusive of GST. Nothing is charged above it. Your invoice must show taxable value and GST adding up to that price.
• Zokit sets its own resale price to the customer. You have no claim on Zokit's margin, and Zokit charges you no commission, listing fee or platform fee.
• You honour the purchase price in force when a purchase order is issued. You may change your price for future orders at any time through the supplier app.

3.3 Availability

• Making a product available means it is in stock and can be supplied. There is no confirmation step: a customer's order is confirmed automatically and becomes a purchase order to you at your listed price.
• Keep your availability and quantities accurate at all times. Remove an item, or update its quantity, as soon as you cannot supply it. This is the most important thing you do on the Platform.
• If you tell Zokit only after a purchase order has been issued that you cannot supply it, your supplier rating is affected. Repeated failures lead to fewer orders and may lead to your access being withdrawn.

4. Purchase Orders and Fulfilment

• Numbered purchase order. Every order Zokit places with you is a numbered purchase order issued in Zokit's name through the supplier app. Your invoice must carry that purchase order number.
• Purchase orders are placed with suppliers automatically based on factors such as location, availability, rating and serviceability. Registration does not guarantee any minimum volume of orders.
• Readiness. Goods must be in stock and ready to ship by 10:00 AM the next day, or within the timeline shown for express orders. Prepare them correctly, including any cutting, mixing or measuring.
• Hand the goods to the assigned Delivery Partner, or deliver them yourself where Zokit has enabled self-delivery for you. Never fulfil a purchase order with goods that differ from what was ordered, or that are damaged, defective, expired or short in quantity.
• You and the Delivery Partner each record the condition and count of the goods at handover in the app. These records are evidence either side may rely on.
• Late readiness, short or wrong supply, and high rates of rejection or complaints affect your rating, order allocation and continued access to the Platform.

5. Cancellation Before Pickup

A customer can cancel an order shortly after placing it, and Zokit tells you as soon as that happens. If the goods are ordinary stock, put them back on your shelf; nothing is payable by either side. Zokit pays you only where you had already cut, mixed or made the material specially for that order and it cannot be sold to anyone else. Ordinary stock that can go back on the shelf is never paid for.

6. Title, Risk and Damage

• Title to the goods passes to Zokit when they are handed to the assigned Delivery Partner. Risk of damage caused in transit passes at the same point and is borne by Zokit.
• Anything already wrong with the goods stays yours: shortage, defect, wrong item or damage existing at handover, whether or not it was visible then.
• Sealed or packaged goods. Where your packaging is intact on delivery, any damage, shortage or defect found inside is treated as existing before handover and is yours. The Delivery Partner's acceptance checks only what is visible from outside. It is not an inspection and waives no claim.
• Knowingly handing over goods that are damaged, defective, short or not as ordered is a serious breach. It triggers the indemnity in Section 9 and is grounds for suspension.
• Where a handover record is missing or unclear, the two preceding paragraphs still apply, and neither side gains or loses a claim because a record is absent.

7. Invoicing and GST

• For every purchase order you raise a GST tax invoice on Zokit Technologies Private Limited (GSTIN 29AADCZ0896P1ZB) as the recipient, with the purchase order number and the correct HSN, rate, description and quantity, matching the purchase order.
• You must not invoice the customer, and you must not collect any amount from the customer. Zokit raises its own GST tax invoice to the customer.
• Send your invoice to Zokit through the supplier app. It must not travel with the goods.
• E-way bill. Zokit generates the e-way bill where one is required for the movement of goods. You do not generate it, and you do not enter any delivery address.
• Tax collected at source. Zokit does not collect tax at source under section 52 of the CGST Act, because you sell to Zokit and not through it. Statutory deductions, including TDS under section 194Q of the Income-tax Act where applicable, are made as required by law.
• File your GSTR-1 by the due date and pay the tax, so that your invoice reaches Zokit's GSTR-2B and the input tax credit is available to Zokit. If you file quarterly, report invoices raised on Zokit through the Invoice Furnishing Facility each month.
• If Zokit loses, is denied or must reverse input tax credit because you failed to file, failed to pay, or reported the invoice incorrectly, Zokit may withhold the corresponding amount from sums due to you, or recover it from you, together with any interest and penalty. This right continues until the statutory time limit for Zokit to claim or reverse credit for that financial year has passed.
• For rejected or returned goods you issue a GST credit note under section 34 of the CGST Act within the time allowed by law. If you do not, you reimburse Zokit the tax amount.

8. Payment

• Zokit pays the invoice value to your registered bank account on the next working day after delivery is confirmed, against a valid tax invoice that matches the purchase order. This is an introductory cycle. Zokit will move to a weekly payment cycle and will tell you before it does.
• An incorrect or incomplete invoice is returned to you, and payment follows the corrected invoice.
• Where you are a registered micro or small enterprise, Zokit pays within the time required by the Micro, Small and Medium Enterprises Development Act, 2006.
• Zokit may withhold or adjust payment for shortages, rejected goods, returns, disputes, suspected fraud, credit loss under Section 7, or failed verification, and may recover amounts owed to it from any sum due to you.
• No commission is charged. Zokit's return is its margin.

9. Quality, Warranty and Returns

• You warrant that all goods are genuine, new, lawfully sourced, correctly labelled, conform to the description ordered and meet applicable standards including BIS where mandatory; that you are authorised by the brand to supply them; and that supplying them to Zokit for resale breaches no agreement with that brand.
• You indemnify Zokit against claims, losses, penalties and costs arising from goods that are defective, counterfeit, non-conforming, unlawfully sourced or incorrectly labelled, and from any breach of these warranties.
• Zokit may reject goods that are short, damaged, defective, expired or not as ordered. Rejected goods are returned to you, or held for collection, at your cost.
• Returns from customers are narrow. Zokit's published policy allows a customer a replacement or refund where, at delivery, an item is damaged, defective, the wrong item, brand, size, grade or specification, or short in quantity, raised at the time of delivery with photographic proof. Change-of-mind returns are not accepted from customers, so you will not be asked to take back goods that were correctly supplied.
• Hidden defects. Because Zokit is the seller of record, a customer's claim for a latent defect, a non-genuine product, a failure to meet a mandatory standard, or goods that do not match their description is a claim against Zokit, and Zokit resolves it with the customer first. Where the cause is attributable to you, you accept the goods back, credit the invoice value, and Zokit may recover its loss from sums due to you.
• Where Zokit accepts any other return and the cause is attributable to you, you accept the goods back and credit the invoice value, and Zokit may recover it from sums due to you.
• Failed delivery. Where a delivery cannot be completed, including refusal or non-payment on a Pay on Delivery order, you accept the goods back into stock and credit the invoice value. Where the failure is not attributable to you, Zokit bears the cost of returning the goods to you. Goods cut, mixed or prepared to specification that cannot be resold remain payable by Zokit.
• Manufacturer warranty support passes through to Zokit, so it can be honoured for the customer.

10. Customer Relationship and Confidentiality

• Zokit keeps customer information to itself. A purchase order shows the goods, quantity, pickup time and a Zokit order reference. Customer names, addresses and contact numbers are not shared with you. The one exception is where Zokit has enabled you to deliver an order yourself, when you receive the delivery address for that order alone.
• Zokit handles all customer communication, including delivery coordination and anything raised after delivery. You do not contact or follow up with the customer.
• Whatever customer detail does reach you is confidential personal information. You must not record, store, share or use it for any purpose beyond completing that delivery. This is an obligation under applicable data protection law as well as under this Agreement. It does not restrict you in dealing with customers you already serve through your own business.
• Nothing of yours goes inside the consignment: no invoice, delivery note, business card, price list or marketing material. Only Zokit's paperwork travels with the goods.
• Purchase prices, order volumes and other non-public Zokit information are confidential, and remain so after this Agreement ends.

11. Your Information and Content

You permit Zokit to use your business name, registration details, certificates and documents to verify you, to issue purchase orders, to pay you and to meet its statutory obligations. Zokit does not display your identity to its customers. Any product images or descriptions you provide may be used by Zokit in its catalogue; you retain ownership of them and warrant that they are accurate and do not infringe any third party's rights.

12. Your Responsibilities and Conduct

• Comply with all applicable laws, including tax, weights-and-measures, product safety and labelling laws.
• Keep your business details, pickup address, bank details, GST registration and brand authorisations accurate, and tell Zokit immediately of any change in ownership or authorised representatives.
• Supply only goods you are authorised to supply. Do not supply prohibited, counterfeit, unsafe, unauthorised or illegal goods.
• Deal professionally with Delivery Partners and Zokit staff.
• You may not commit Zokit to anything, and may not use the Zokit name or brand without written authorisation.
• Keep your account credentials secure; you are responsible for activity under your account.

13. Suspension and Termination

• Either side may end this Agreement at any time, subject to completing accepted purchase orders and settling amounts owed.
• Zokit may suspend, restrict, lock products or terminate your account, with or without notice, for breach of this Agreement, fraud, legal violations, poor performance, safety concerns or failed verification.
• On termination you remain responsible for open purchase orders. Amounts due to or from you are settled after adjustments. Your warranty, indemnity, credit-note and confidentiality obligations survive termination.

14. Indemnity

You agree to indemnify and hold harmless Zokit and its directors, employees and agents from any claims, damages, losses, liabilities and expenses (including legal fees) arising out of the goods you supply, your breach of this Agreement, your violation of any law or third-party right, any loss of input tax credit caused by your default, or any tax liability attributable to you.

15. Limitation of Liability

To the maximum extent permitted by law, Zokit shall not be liable to you for any indirect, incidental, special or consequential damages, or loss of profits or goodwill, arising out of or relating to this Agreement. Zokit's total aggregate liability to you for any claim shall not exceed the amount payable by Zokit under the purchase orders giving rise to the claim.

16. Changes to This Agreement

We may update this Agreement from time to time. We will post the revised Agreement and update the "Last updated" date, and where appropriate notify you through the Platform. Your continued supply to Zokit after changes take effect constitutes acceptance.

17. Governing Law and Dispute Resolution

This Agreement is governed by the laws of India. The parties will first attempt to resolve any dispute amicably. If unresolved, the dispute shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at Mysore (Mysuru), Karnataka, conducted in English. Subject to arbitration, the courts at Mysore (Mysuru), Karnataka shall have exclusive jurisdiction.

18. Contact

• Supplier support: support@zokit.in  ·  +91 9110692974
• Grievance Officer: Karthik Lokesh  ·  support@zokit.in