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This Supplier Agreement ("Agreement") is entered into in Surat, Gujarat, India
Last Updated: July 1, 2025
Supplier’s company, a company registered under the Companies Act, 2013, having its registered office and corporate office (hereinafter referred to as the "Supplier", which expression shall, unless repugnant to the context or meaning thereof, include its successors and authorized assigns), of the FIRST PART;
Kahaan Jewels, a company duly incorporated under the Companies Act, 2013, having its registered office at A-204, Near Diamond Village, Parth Complex Jadakhadi, Mahidharpura, Surat, Gujarat 395003 and corporate office at 324 Soham Arcade, Green City Road, Near Bagban Circle, Surat, Gujarat 395009 (hereinafter referred to as the "Platform", which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns, as well as its divisions, subsidiaries, affiliates, and their respective successors and assigns), of the SECOND PART.
The Supplier and the Platform shall hereinafter be individually referred to as a "Party" and collectively as the "Parties".
Unless the context requires otherwise, the following terms shall carry the meanings ascribed below:
Unless the context dictates otherwise, the interpretation of this Agreement shall adhere to the following:
This Agreement shall remain valid for an initial term of three (3) years from the Effective Date unless terminated earlier as per the terms outlined herein.
Both Parties may mutually agree, in writing, to extend the Agreement for an additional period under revised or existing terms and conditions.
The Supplier undertakes to provide lab-grown, natural, and fancy-colored diamonds to the Platform either on an outright sale or on a Memo basis. All diamonds must adhere to the quality and specifications detailed in the annexures, which may be modified by mutual written agreement
3.1 The Supplier shall make available the inventory to the Platform under the issuance terms set forth in this Agreement.
3.2 Inventory data must be shared via API, FTP, or in CSV/XML format using the Supplier Dashboard.
3.3 The Platform will display and sell only inventory that has been approved, and all sales shall be made to end-consumers via the Platform or its mobile application.
The Platform may issue purchase orders from time to time to the Supplier for buying lab-grown diamonds. Each purchase order will include the quantity, pricing, and any other mutually agreed terms relevant to the order.
The Supplier’s listed price for each lab-grown diamond shall be the applicable price in the corresponding purchase order
The Platform reserves the right to revise prices or adjust commissions from time to time to ensure market competitiveness and transparency for buyers and dealers.
The Platform agrees to settle payments for approved diamond purchases within seven (7) to ten (10) working days of receiving the product and confirming its quality.
Payments will be facilitated through the Platform’s backend systems via secure bank API integrations to ensure timely transfer of funds to the Supplier.
Ownership and risk associated with the lab-grown diamonds shall transfer from the Supplier to the Platform only upon delivery to the final customer.
However, if any tampering, damage, or quality discrepancies are found when the Supplier ships the diamonds to Kahaan Jewels’ office, all related costs and liabilities shall be borne solely by the Supplier.
In return for providing inventory as per the terms of this Agreement, the Supplier shall remain fully responsible for payment of all applicable central, state, or local taxes, duties, and levies, regardless of how they are labeled.
Any payments due from the Platform to the Supplier will be subject to deduction of tax at source (TDS), as mandated by prevailing laws and regulations
The Platform shall have two (2) working days from the date of delivery to inspect the received diamonds and either accept or reject them.
If any items are rejected, the Platform will notify the Supplier in writing via email, specifying the reasons for such rejection.
The Supplier agrees to:
The Platform Shall:
The Supplier warrants that:
All diamonds provided under this Agreement shall match the specified quality, quantity, and be free from defects in material and craftsmanship;
The diamonds are owned by the Supplier with good and marketable title;
Supplying these diamonds does not violate any third-party intellectual property rights, including patents or trademarks.
All intellectual property rights related to the diamonds remain the exclusive property of the Supplier.
14.1 This Agreement shall come into effect on the Effective Date and shall remain in force until terminated by either Party with a written notice of thirty (30) days. Immediate termination is permitted if a material breach occurs, as stated in the annexures.
14.2 Either Party may terminate this Agreement under the following conditions:
14.3 The provisions in this clause do not limit a Party's right to pursue further legal remedies in the event of a breach or non-compliance by the other Party.
14.4 Upon termination or expiration of this Agreement, each Party shall return or hand over any documents, data, property, or materials related to the other Party, in possession or control, to the appropriate representative
Neither Party shall be held liable to the other for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement—regardless of foreseeability or whether notice of potential damages was given
The Supplier agrees to fully indemnify and protect the Platform, including its officers, directors, employees, and agents, against all claims, liabilities, costs, and legal fees arising from:
Each Party agrees to follow all applicable central, state, and local laws, rules, and regulations, including obtaining necessary licenses, permits, and certificates, and ensuring payment of all relevant taxes.
This Agreement represents a principal-to-principal arrangement. Nothing herein creates a partnership, joint venture, employer-employee, or principal-agent relationship between the Parties.
All provisions of this Agreement and related business dealings will be considered confidential.
Each Party shall:
19.1 Confidentiality obligations will not apply to publicly known information (unless due to breach) or if disclosure is legally required. If disclosure is required by law, the disclosing Party must (when possible) notify the other in advance and seek to limit the extent of disclosure
19.2 These confidentiality obligations will remain in effect even after the Agreement ends or is terminated
In case of any disputes or disagreements, the Parties will first attempt to resolve the matter through mutual discussion. If unresolved, the dispute shall be referred to an Arbitral Tribunal composed of three members—each Party appointing one arbitrator, and those two selecting a Presiding Arbitrator.
21.1 A Party shall be excused from fulfilling its obligations under this Agreement if it is prevented due to a Force Majeure event.
21.2 Force Majeure events include, but are not limited to: war, revolution, riots, acts of God, legal restrictions, labor strikes, lockdowns, shortage of materials or power, machinery failure, natural disasters, or any other circumstances beyond reasonable control.
21.3 The affected Party must notify the other within seven (7) days of the Force Majeure occurrence. Lack of negotiation between the Supplier and the Platform may also be considered an “Extraordinary” event under this Agreement.
The Supplier shall not use the Platform’s name, logo, trademarks, or those of its subsidiaries or affiliates for advertising or marketing without prior written approval from the Platform.
All products, data, software (including source code, executables, and diagrams), research, and materials created or shared under this Agreement shall remain the sole and exclusive property of the respective Party that produced them
In accordance with applicable Indian data protection laws:
This Agreement does not create an exclusive relationship between the Platform and the Supplier. Both Parties are free to engage with other vendors, platforms, or customers unless explicitly agreed otherwise in writing.
Nothing in this Agreement is intended to, or shall be interpreted to, establish a partnership, agency, franchise, employment, or joint venture between the Parties. Each Party operates as an independent entity, and neither is authorized to act on behalf of the other unless expressly permitted in writing.
Any formal notices, requests, or communications required under this Agreement must be sent in writing to the address specified below (or as updated in writing by the respective Party):
For Kahaan Jewels (Platform):
Kahaan Jewels
324, Soham Arcade, Green City Road,
Near Bagban Circle, Pal
Surat – 395009, Gujarat, India
Email: info@kahaanjewels.com
For Supplier:
[Insert Supplier’s Name & Address]
[Insert Supplier’s Email Address]
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a competent legal authority, the remaining provisions shall remain in full force and effect.
This Agreement, along with all referenced annexures, represents the full and complete understanding between the Parties. It supersedes all prior verbal or written agreements, proposals, or discussions relating to its subject matter.
No modification, change, or amendment to this Agreement shall be valid unless made in writing and signed by both Parties.
Failure or delay by either Party in enforcing any provision or right under this Agreement shall not be considered a waiver of that provision or right. Any waiver must be explicitly provided in writing and signed by the waiving Party.
This Agreement shall be governed by, and interpreted in accordance with, the laws of India.
Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Surat, Gujarat.
Each Party agrees to work in good faith with the other and, upon reasonable request, shall sign documents, deliver instruments, or take any necessary steps required to fulfill the objectives and enforce the intentions of this Agreement.
All Parties will bear their own respective costs, including legal, accounting, and other professional fees, associated with the drafting, negotiation, and signing of this Agreement.
Any clause or condition of this Agreement that is inherently designed to remain effective after the Agreement ends shall continue to be enforceable beyond its termination or fulfillment.
This document represents the full and exclusive agreement between the Parties concerning the matters addressed herein. It nullifies and replaces all previous discussions, whether oral or written. No changes or amendments shall be valid unless documented in writing and signed by both Parties.
The Supplier agrees to provide return support for their listed inventory on the Platform. Items may be returned within 30 days from the date of sale at the same selling price. After 30 days, the Supplier shall accept returns at the current market value of equivalent diamonds in their collection. If the market value has risen, the return will be honored at the original selling price; if the value has declined, the refund will match the lower market price. Additionally, the Platform may choose to exchange the diamond from the Supplier’s stock under the same return conditions within the applicable timeframe.
Through its Authorized Signatory Mr. Mitul Shah [Director]
SIGNED, SEALED, AND DELIVERED
By the within named
Kahaan Jewels Private Limited
Supplier Obligations and Platform Compliance Terms
Supplier Platform Usage Restrictions
As a registered Supplier on the Platform, you must not:
