WALMART INC.
Supplier Master Agreement
About this Contract
Walmart’s Supplier Agreement is one of the most widely used vendor
contracts in U.S. retail. It governs how a manufacturer or distributor sells
goods to Walmart for resale through Walmart stores, Sam’s Club, and
walmart.com.
Supplier Master Agreement
This Agreement (the “Agreement”) is entered into as of [EFFECTIVE
DATE] (the “Effective Date”) by and between:
WALMART INC., a Delaware corporation with principal offices at 702 SW 8th
Street, Bentonville, Arkansas 72716 (“Walmart” or
“Buyer”), and [SUPPLIER NAME], a [STATE] [ENTITY TYPE] with
principal offices at [ADDRESS] (“Supplier”).
Each a “Party” and collectively the “Parties”.
RECITALS
WHEREAS, Walmart operates a chain of retail stores, clubs, and e-commerce
platforms in the United States and internationally;
WHEREAS, Supplier is engaged in the manufacture, distribution, or sale of
certain goods that Walmart desires to purchase for resale to its customers;
WHEREAS, The parties wish to establish the terms under which Supplier will
sell, and Walmart may from time to time purchase, such goods.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Definitions
“Goods” means the products described in any Purchase Order issued
under this Agreement.
“Purchase Order” or “PO” means an electronic or written
order issued by Walmart specifying Goods, quantities, prices, delivery
dates, and ship-to locations.
“Specifications” means all product specifications, drawings,
samples, and quality standards provided or approved by Walmart, including
the Walmart Standards for Suppliers.
“Retail Link” means Walmart’s proprietary supplier portal
through which orders, forecasts, invoices, and reporting are exchanged.
2. Scope and Purchase Orders
2.1 This Agreement governs all purchases of Goods by Walmart from Supplier.
Each Purchase Order, when accepted, forms a binding contract incorporating
these terms.
2.2 Walmart is not obligated to purchase any minimum volume of Goods, and
Supplier acknowledges that this Agreement does not create an exclusive
relationship or guarantee of orders.
2.3 Supplier shall accept or reject each PO within forty-eight (48) hours of
receipt. Failure to respond within such period shall constitute acceptance.
2.4 Any change to a PO must be agreed in writing through Retail Link.
3. Pricing, Invoicing, and Payment
3.1 Prices for the Goods are set forth in each PO and shall be firm for the
term of the PO. Supplier represents that the prices charged to Walmart are
no higher than those charged to any other customer for substantially similar
Goods in similar quantities.
3.2 Supplier shall submit invoices electronically through Retail Link within
ten (10) days following shipment. Each invoice shall reference the
corresponding PO number.
3.3 Payment terms are Net Sixty (60) days from the date of receipt of a
correct invoice, unless otherwise specified in the PO.
3.4 Walmart may deduct from any payment any amounts owed by Supplier to
Walmart, including chargebacks, returns, allowances, and damages.
4. Delivery, Title, and Risk of Loss
4.1 Delivery shall be made FOB Destination to the location specified in the
PO, with all freight, insurance, and handling charges prepaid by Supplier
unless otherwise agreed.
4.2 Time is of the essence. Supplier must deliver the Goods on the requested
delivery date. Late or early shipments may be refused or assessed compliance
fees in accordance with the Walmart Supplier Compliance Policy.
4.3 Title and risk of loss pass to Walmart upon delivery and acceptance at
the designated location.
4.4 Walmart’s count, weight, and inspection at receiving shall be
conclusive.
5. Quality, Inspection, and Returns
5.1 All Goods shall conform strictly to the Specifications and shall be
merchantable, fit for ordinary purposes, free from defects in materials and
workmanship, and compliant with all applicable laws.
5.2 Walmart may inspect Goods at any time before, during, or after delivery
and may reject any non-conforming Goods.
5.3 Non-conforming Goods may be returned at Supplier’s expense, and
Supplier shall reimburse Walmart for the purchase price plus any related
costs (transportation, handling, restocking).
5.4 Acceptance by Walmart shall not waive any warranty or remedy.
6. Warranties
Supplier warrants that the Goods (a) conform to the Specifications, (b) are
new, of merchantable quality, and fit for their intended purpose, (c) are
free from defects in design, material, and workmanship, (d) do not infringe
any third-party intellectual property rights, (e) comply with all applicable
federal, state, and local laws, including consumer product safety, labeling,
and import regulations, and (f) were manufactured in compliance with the
Walmart Standards for Suppliers, including labor, environmental, and ethical
sourcing standards.
7. Compliance and Audits
7.1 Supplier shall comply with the Walmart Standards for Suppliers, the
Walmart Anti-Corruption Policy, and all applicable laws including the
Foreign Corrupt Practices Act, U.S. Customs laws, and the Consumer Product
Safety Improvement Act.
7.2 Walmart or its designated agents may audit Supplier’s facilities,
records, and subcontractors with reasonable notice to verify compliance.
7.3 Failure to permit audits or material non-compliance shall constitute a
material breach.
8. Intellectual Property
8.1 Each party retains ownership of its pre-existing intellectual property.
Supplier grants Walmart a non-exclusive, worldwide, royalty-free license to
use Supplier’s trademarks and product images solely for marketing and
reselling the Goods.
8.2 Any artwork, packaging, or specifications created by or on behalf of
Walmart, including private-label designs, are works made for hire owned
exclusively by Walmart.
9. Confidentiality
Each party shall hold in confidence all non-public information disclosed by
the other, including pricing, sales data, and business plans, and shall use
such information solely for purposes of this Agreement. This obligation
survives termination for five (5) years.
10. Indemnification
Supplier shall defend, indemnify, and hold harmless Walmart, its affiliates,
and their respective officers, directors, and employees from and against any
and all claims, losses, damages, liabilities, costs, and expenses (including
reasonable attorneys’ fees) arising out of or relating to: (a) any
defect in the Goods; (b) any product liability or personal injury claim; (c)
any breach of warranty or this Agreement by Supplier; (d) any infringement
of third-party intellectual property; or (e) any violation of law by
Supplier.
11. Insurance
Supplier shall maintain at its expense: (a) Commercial General Liability of
not less than $2,000,000 per occurrence and $5,000,000 aggregate, including
products and completed operations; (b) Workers’ Compensation as required
by law; (c) Auto Liability of $1,000,000; and (d) such other insurance as
Walmart may reasonably require. Walmart shall be named as an additional
insured.
12. Term and Termination
12.1 This Agreement commences on the Effective Date and continues until
terminated.
12.2 Either party may terminate this Agreement for convenience upon thirty
(30) days’ written notice.
12.3 Walmart may terminate immediately for cause, including material breach,
insolvency, or violation of compliance obligations.
12.4 Termination does not affect outstanding POs unless Walmart elects to
cancel them.
13. General Provisions
13.1 Governing Law: This Agreement is governed by the laws of the State of
Arkansas, without regard to conflict-of-laws principles.
13.2 Disputes: All disputes shall be resolved by binding arbitration
administered by the American Arbitration Association in Bentonville,
Arkansas.
13.3 Assignment: Supplier may not assign this Agreement without
Walmart’s prior written consent.
13.4 Entire Agreement: This Agreement, together with the Walmart Standards
for Suppliers and accepted POs, constitutes the entire agreement and
supersedes all prior understandings.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
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WALMART INC.: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________ |
COUNTERPARTY: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________ |