-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY This document is a structured preparation draft only. It does not constitute legal advice and must be reviewed and finalized by a qualified commercial attorney before it is signed or acted upon by either party. -------------------------------------------------- VENDOR SUPPLY AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: VSA-2026-001 Date of Preparation: June 1 2026 VENDOR: FreshFarm Organics Pvt Ltd Pune Maharashtra India Email: [vendor email] BUYER: GreenLeaf Supermarkets Ltd Mumbai Maharashtra India Email: [buyer email] 1. RECITALS 1.1 FreshFarm Organics Pvt Ltd is a certified organic fresh vegetable supplier based in Pune Maharashtra India supplying FSSAI-certified produce. 1.2 GreenLeaf Supermarkets Ltd is a retail supermarket chain based in Mumbai Maharashtra India purchasing organic fresh vegetables for resale to end customers at its store locations. 1.3 Both parties confirm their mutual intent to document the terms of this supply arrangement through this agreement. 2. DEFINITIONS 2.1 Vendor: FreshFarm Organics Pvt Ltd. 2.2 Buyer: GreenLeaf Supermarkets Ltd. 2.3 Goods: FSSAI-certified organic fresh vegetables across 25 product lines as described in Section 4 of this agreement. 2.4 Specifications: The quality grade, pack format, labeling, and FSSAI certification standards applicable to each product line as agreed in writing between the parties. 2.5 Purchase Order: A written order placed by GreenLeaf Supermarkets Ltd specifying the product lines, quantities, and delivery locations required. 2.6 Price: The per-kilogram price for each product line as set out in the agreed price list in force at the time of each order. 2.7 Delivery Date: The agreed weekly Monday delivery date for each store location. 2.8 Warranty Period: The period during which the Goods must meet the agreed quality and freshness specifications being the date of delivery. 2.9 Effective Date: June 1 2026 or the date on which both parties sign this agreement. 3. SUPPLY ARRANGEMENT 3.1 FreshFarm Organics Pvt Ltd agrees to supply and GreenLeaf Supermarkets Ltd agrees to purchase the Goods on the terms of this agreement. 3.2 This is a non-exclusive supply arrangement. GreenLeaf Supermarkets Ltd may source similar products from other suppliers and FreshFarm Organics Pvt Ltd may supply other buyers. 3.3 FreshFarm Organics Pvt Ltd is an independent business and not an employee or agent of GreenLeaf Supermarkets Ltd. 4. GOODS DESCRIPTION AND SPECIFICATIONS 4.1 The Goods are FSSAI-certified organic fresh vegetables across 25 product lines supplied in retail-ready packaging bearing the GreenLeaf Supermarkets Ltd label. 4.2 All Goods must be certified organic under applicable FSSAI standards and must conform to the agreed quality grade and freshness specifications at the time of delivery. 4.3 FreshFarm Organics Pvt Ltd must notify GreenLeaf Supermarkets Ltd promptly of any change to growing practices, packaging, or certification status that could affect the Goods. 5. PRICING AND PRICE REVIEWS 5.1 Pricing is per kilogram as set out in the agreed price list. All prices in Indian Rupees. 5.2 Prices are fixed for a minimum of 3 months from the Effective Date. 5.3 FreshFarm Organics Pvt Ltd must give GreenLeaf Supermarkets Ltd at least 30 days written notice of any proposed price increase. GreenLeaf Supermarkets Ltd may accept, negotiate, or terminate this agreement if a price increase is not agreed. 6. PURCHASE ORDERS 6.1 GreenLeaf Supermarkets Ltd will submit purchase orders by email by Friday of each week for the following Monday delivery, specifying product lines, quantities, and store delivery addresses. 6.2 Minimum order value is INR 25,000 per delivery. 6.3 FreshFarm Organics Pvt Ltd must confirm acceptance of each order within 6 hours of receipt and must notify GreenLeaf Supermarkets Ltd immediately of any product unavailability. 7. DELIVERY OBLIGATIONS AND LEAD TIME 7.1 Delivery lead time is 48 hours from order confirmation. 7.2 Deliveries will be made every Monday to the 5 GreenLeaf Supermarkets Ltd Mumbai store locations specified in each purchase order. 7.3 FreshFarm Organics Pvt Ltd is responsible for delivery costs and risk in transit to each store location. 7.4 FreshFarm Organics Pvt Ltd must notify GreenLeaf Supermarkets Ltd at least 12 hours in advance of any delivery likely to be delayed. 8. ACCEPTANCE AND INSPECTION 8.1 GreenLeaf Supermarkets Ltd will inspect all Goods within 24 hours of delivery. 8.2 GreenLeaf Supermarkets Ltd must notify FreshFarm Organics Pvt Ltd within 24 hours of delivery of any shortage, damage, or non-conforming Goods. 8.3 Remedies for confirmed defective or non-conforming Goods include replacement at the next delivery or credit against the next invoice. 8.4 Goods not rejected within 24 hours of delivery will be deemed accepted. 9. QUALITY STANDARDS AND CERTIFICATIONS 9.1 All Goods must maintain FSSAI organic certification throughout the term of this agreement. 9.2 GreenLeaf Supermarkets Ltd may conduct periodic quality audits of FreshFarm Organics Pvt Ltd's supply operations with 5 business days written notice. 9.3 FreshFarm Organics Pvt Ltd must notify GreenLeaf Supermarkets Ltd immediately if any certification is suspended or revoked. 10. PAYMENT TERMS AND INVOICING 10.1 FreshFarm Organics Pvt Ltd will submit invoices to GreenLeaf Supermarkets Ltd within 24 hours of each Monday delivery. 10.2 Payment is due within 21 days of invoice date by NEFT bank transfer in Indian Rupees. 10.3 A 2 percent early payment discount applies if payment is made within 7 days of invoice date. 10.4 Overdue amounts will accrue interest at 12 percent per annum after written notice from FreshFarm Organics Pvt Ltd. 11. VENDOR WARRANTIES 11.1 FreshFarm Organics Pvt Ltd warrants to the best of its knowledge that all Goods supplied will: 1. Conform to the agreed specifications and FSSAI organic certification at the time of delivery. 2. Be of merchantable quality and fit for retail sale. 3. Be free from material defects. 4. Comply with applicable Indian food safety laws and standards. 11.2 Note: Warranty obligations under applicable Indian consumer protection and food safety law must be confirmed with a qualified attorney. 12. PRODUCT LIABILITY 12.1 FreshFarm Organics Pvt Ltd is responsible for any product liability claim arising from a defect in the Goods present at the time of delivery. 12.2 Both parties must notify each other promptly of any food safety complaint or regulatory enquiry received. 13. CONFIDENTIALITY 13.1 Both parties agree to keep all confidential information including pricing, product specifications, and customer information strictly confidential during the term of this agreement and for 2 years after termination. 14. TERM AND TERMINATION 14.1 Initial term 12 months from the Effective Date, renewing automatically for successive 12-month periods unless terminated. 14.2 Either party may terminate with 30 days written notice. 14.3 Either party may terminate for material breach with 14 days written notice identifying the specific concern and a reasonable cure period. 14.4 All outstanding orders placed before termination must be completed. 15. FORCE MAJEURE 15.1 Neither party is liable for failure to perform caused by events beyond their reasonable control including natural disasters or government-imposed restrictions. The affected party must notify the other promptly. 16. GOVERNING LAW AND DISPUTES 16.1 Laws of Maharashtra India govern this agreement. 16.2 Disputes will first be addressed through direct good-faith negotiation. If unsuccessful, disputes may be referred to the appropriate Mumbai civil court or consumer forum. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Maharashtra commercial attorney before signing. FSSAI organic certification compliance, applicable Indian food safety regulations, and GST obligations on fresh produce supply must be confirmed before trading commences. FreshFarm Organics Pvt Ltd (Vendor) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ GreenLeaf Supermarkets Ltd (Buyer) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Vendor Supply Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal advice. Always have this document reviewed by a qualified commercial attorney before either party signs or acts upon it. --------------------------------------------------