Supplier Agreement

International Dropshipping Supply Agreement

This International Dropshipping Supply Agreement (hereinafter referred to as the "Agreement") is entered into and made effective as of today (the "Effective Date") by and between:

1. One Step Consulting Limited, A company incorporated under the laws of Hong Kong, with its registered office located at Suite C,Level 7, World Trust Tower,50 Stanley Street,Central Hong Kong, (hereinafter referred to as the "Reseller" or "One Step Consulting Limited"),

and

2. Supplier /Who has registered on our shop and confirmed this by giving their digital acceptance..A company/entity incorporated under the laws of Supplier's Country, with its registered office / principal place of business located at Supplier's Address (hereinafter referred to as the "Supplier").

The Reseller and the Supplier may hereinafter collectively be referred to as the "Parties" and individually as a "Party".

Recitals

WHEREAS, the Reseller operates an e-commerce business and wishes to market, sell, and distribute certain products provided by the Supplier to the Reseller`s end-user customers (the "Customers");

WHEREAS, the Supplier is a manufacturer, wholesaler, or authorized distributor of such products and possesses the capability to fulfill and ship orders directly to the Buyer’s Customers under a dropshipping model; and

WHEREAS, the Parties desire to establish the terms and conditions under which the Supplier will sell and fulfill product orders placed by the Buyer.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained herein, the Parties agree as follows:

1. Scope of services and dropshipping model

1.1 Fulfillment Model. The Supplier shall sell products to the Reseller at the agreed wholesale prices, and fulfill individual orders placed by the Reseller by shipping the products directly to the Buyer's designated Customers worldwide.

1.2 Relationship with Customers. The Supplier acknowledges and agrees that the Buyer acts as the merchant of record for the Customers. The Supplier shall have no direct contractual or financial relationship with the Customers.

1.3 Inventory Management. The Supplier shall maintain sufficient inventory levels of the products listed in the product catalog provided to the Reseller. The Supplier shall notify the Reseller immediately (and in no event later than twenty-four (24) hours) if any product becomes out of stock or discontinued.

2. Order processing and shipping requirements

2.1 Order Submission. The Reseller shall submit orders to the Supplier electronically via the agreed system or interface. The Supplier shall confirm receipt of each order within twelve (12) hours.

2.2 Fulfillment Timeline. The Supplier shall process, securely pack, and dispatch the ordered products within forty-eight (48) hours from the order confirmation, unless otherwise agreed upon in writing.

2.3 Neutral Packaging ("Blind Shipping"). The Supplier shall strictly adhere to a "Blind Shipping" policy. All shipments dispatched by the Supplier to the Reseller`s Customers must be completely neutral. The Supplier is expressly prohibited from including any invoices, price tags, receipts, business cards, marketing materials, logos, or any identifiers belonging to the Supplier, its affiliates, or third parties inside or outside the packaging. The return address on the package must either display the Reseller`s business name or remain neutral as mutually agreed.

2.4 Tracking Information. The Supplier shall provide valid, trackable shipping data and carrier tracking numbers to the Buyer immediately upon dispatch of each order.

3. Quality control, warranties, and returns

3.1 Product Warranty. The Supplier warrants that all products supplied under this Agreement are genuine, new, merchantable, free from defects in material and workmanship, and comply with all applicable safety and consumer protection standards in the destination countries.

3.2 Defective or Damaged Goods. The Supplier shall be fully liable for any products that arrive damaged, defective, or incorrect. If a Customer receives a defective, damaged, or incorrect product, the Supplier shall, at the Resellerr’s sole discretion, either issue a full refund to the Buyer or dispatch a replacement product to the Customer via expedited shipping at the Supplier's sole cost within forty-eight (48) hours.

3.3 Claims Period. The Buyer shall notify the Supplier of any defective or damaged product claims within thirty (30) days of the date the product was delivered to the Customer.

3.4 The Supplier is obligated to provide all certificates required for the respective products on the international market. The Seller shall be solely responsible for obtaining and maintaining, at its own expense, all certifications, compliance documents, and approvals required for the respective products to be lawfully sold and distributed on international markets.

4. Pricing and payment terms

4.1 Pricing. The prices for the products and shipping fees shall be those set forth in the Supplier's wholesale price list provided to the Reseller. The Supplier shall give at least thirty (30) days' prior written notice to the Buyer before modifying any prices.

4.2 Payment Method. The Reseller shall pay the Supplier for orders via the mutually agreed payment method (e.g., credit card, bank transfer, or automated balance system) prior to fulfillment, unless alternative credit terms are agreed upon in writing.

5. Client protection, non-circumvention and contractual penalty

5.1 Proprietary Customer Data. The Supplier explicitly acknowledges that all Customer data, including but not limited to names, delivery addresses, telephone numbers, and email addresses transmitted by the Reseller to the Supplier, constitutes strictly confidential proprietary information and valuable trade secrets of the Reseller.

5.2 Non-Circumvention & Direct Sales Prohibition. The Supplier is strictly prohibited from directly or indirectly contacting, soliciting, marketing to, or selling products to any Customer whose data was provided by the Reseller. The Supplier shall not use the Reseller`s Customer database, order history, or any related data for any purpose other than fulfilling the specific orders placed by the Reseller under this Agreement.

5.3 Contractual Penalty (Vertragsstrafe). In the event of any breach of Section 5.2 by the Supplier (including, but not limited to, the direct sale or unauthorized commercial solicitation of goods to any of the Reseller `s Customers), the Supplier shall pay to the Reseller an agreed liquidated contractual penalty of USD $5,000 (Five Thousand US Dollars) per individual breach (i.e., per individual Customer contacted, solicited, or sold to). The payment of such contractual penalty shall not prejudice or restrict the Reseller´s right to claim additional damages exceeding this amount or to seek equitable and injunctive relief to prevent further breaches.

6. Confidentiality

6.1 Confidentiality Obligation. Each Party agrees to keep confidential all non-public information received from the other Party, including but not limited to wholesale pricing, business operations, trade secrets, technology, and Customer information. This obligation shall survive the expiration or termination of this Agreement for a period of five (5) years.

7. Liability

1.1 Full Responsibility: The Seller hereby assumes full and unconditional liability for the quality, safety, and lawfulness of all products supplied.

1.2 Indemnification: The Seller shall indemnify, defend, and hold harmless One Step Consulting Limited and its directors, officers, and employees from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any product defects, product liability claims, or any violation of third-party intellectual property rights related to the supplied products.

8. Governing law and arbitration (HKIAC)

8.1 Governing Law. This Agreement, and any dispute, controversy, difference or claim arising out of or relating to it, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

8.2 Arbitration Administered by HKIAC. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

8.3 Seat, Arbitrator, and Language. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in the English language.

9. Term and termination

9.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect for a period of one (1) year, automatically renewing for successive one-year terms unless terminated.

9.2 Termination for Convenience. Either Party may terminate this Agreement for convenience at any time by giving thirty (30) days' prior written notice to the other Party. Sections 5, 6, and 7 shall survive any termination or expiration of this Agreement.

10. Miscellaneous

10.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements or representations.

10.2 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless executed in writing and signed by authorized representatives of both Parties.

11. Digital acceptance

11.1 Waiver of Physical Signature: The Parties expressly agree that no physical or handwritten signature is required to make this Agreement enforceable. Digital records and logs documenting the Seller’s electronic consent shall serve as conclusive evidence of their agreement to all terms and conditions herein.

Agreement shall become legally binding and effective upon the Seller’s electronic acceptance. The Seller explicitly agrees that clicking an "I Accept", "Agree", or similar confirmation button, or checking a corresponding consent box on an electronic interface, or confirming acceptance via electronic mail (email), shall constitute a valid, legal, and binding electronic signature.