RESTAURANT SUPPLIER AGREEMENT

This Agreement is made this _____ day of _____, 20

BETWEEN:

APEX MERIDIAN HOLDINGS CO., LTD.
Registration No: 0845568014283
Having its registered office at [Address as per certificate]
(hereinafter referred to as the "Purchaser" or "Platform")

AND:

[Restaurant Name] ______________________________
Registration No: ______________________________
Address: ______________________________

VAT Registration (if applicable): ______________________________
(hereinafter referred to as the "Supplier" or "Restaurant")

WHEREAS:

A. The Purchaser operates a food delivery platform on Koh Tao, Thailand, purchasing food products from restaurants and reselling them to end customers;

B. The Supplier operates a restaurant business and wishes to supply food products to the Purchaser for resale;

C. The parties wish to establish the terms and conditions governing the purchase and supply of food products;

D. The parties acknowledge that all prices are structured excluding VAT, with VAT applied at point of sale to customers;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

"Base Menu Price" means the Supplier's menu price excluding VAT
"Customer" means any end consumer who purchases Products from the Purchaser
"Delivery Fee" means the charge paid by Customers for delivery service (THB 45 for standard zones, THB 60 for remote zones, excluding VAT)
"Menu Items" means all food and beverage products offered by the Supplier
"Order" means a purchase order placed by the Purchaser with the Supplier
"Platform" means the Purchaser's food delivery application and systems
"Platform Delivery" means delivery service provided by the Purchaser's employed drivers
"Processing Fee" means the exact payment processing fee charged by Xendit or other payment processors
"Products" means the Menu Items ordered by the Purchaser from the Supplier
"Purchase Price" means the wholesale price paid by the Purchaser to the Supplier
"Remote Zone" means delivery locations designated as remote based on elevation, accessibility, or distance
"Restaurant Delivery" means delivery service provided by the Supplier's personnel
"Standard Zone" means all delivery locations not designated as Remote Zones
"Territory" means Koh Tao, Surat Thani Province, Thailand

2. NATURE OF RELATIONSHIP

2.1 Purchaser-Supplier Relationship: The parties acknowledge and agree that:

(a) This Agreement establishes a purchase and sale relationship
(b) The Purchaser purchases Products from the Supplier for resale to Customers
(c) The Purchaser is not an agent, broker, or payment intermediary for the Supplier
(d) The Supplier is not an agent or franchisee of the Purchaser
(e) All transactions are structured as purchases for resale, not commission-based arrangements

2.2 Legal Title: Upon acceptance of each Order, legal title to the Products passes to the Purchaser, who resells such Products to Customers in its own name and for its own account.

2.3 No Payment Processing: The Purchaser does not provide payment processing services to the Supplier. All payments between parties are for the purchase and sale of Products.

3. PRICING STRUCTURE

3.1 Customer Pricing Structure: Customers shall pay:

(a) Base Menu Price (as displayed, excluding VAT)
(b) Delivery Fee (THB 45 standard / THB 60 remote, excluding VAT)
(c) Processing Fee (exact Xendit or payment processor fee)
(d) VAT at 7% on the total of (a) and (b)

3.2 Purchase Price Structure:

For Platform Delivery (Purchaser's drivers):

Purchase Price = 90% of Base Menu Price
If Supplier is VAT registered: plus 7% VAT on Purchase Price
If Supplier is not VAT registered: no VAT added

For Restaurant Delivery (Supplier's drivers):

Purchase Price = 100% of Base Menu Price
If Supplier is VAT registered: plus 7% VAT on Purchase Price
If Supplier is not VAT registered: no VAT added
Purchaser retains all Delivery Fees collected from Customers

3.3 Multiple Restaurant Orders:

Each restaurant in a multi-restaurant Order generates a separate Delivery Fee
Example: 3 restaurants = 3 × Delivery Fee charged to Customer
Purchaser's driver may consolidate delivery in a single trip

3.4 VAT Calculation Examples:

Example 1 - Platform Delivery, Non-VAT Restaurant:

Base Menu Price: 100 THB
Purchase Price: 90 THB (no VAT)
Customer pays: 100 + 45 (delivery) = 145 THB + 10.15 VAT = 155.15 THB + Processing Fee

Example 2 - Restaurant Delivery, VAT-Registered Restaurant:

Base Menu Price: 100 THB
Purchase Price: 100 THB + 7 THB VAT = 107 THB
Customer pays: 100 + 45 (delivery) = 145 THB + 10.15 VAT = 155.15 THB + Processing Fee
Platform margin: 0% on food, keeps delivery fee

4. DELIVERY OPERATIONS

4.1 Delivery Method Selection:

The Platform determines delivery method for each Order
Selection based on operational efficiency and driver availability
Supplier must support both delivery methods

4.2 Delivery Zones:

The Platform maintains a map defining Standard and Remote Zones
Zone classification based on Customer delivery address
Remote Zones include elevated areas, difficult access roads, and distant locations

4.3 Platform Delivery Requirements:

Purchaser provides all delivery equipment and vehicles
Purchaser bears all delivery costs and liabilities
Purchaser manages driver scheduling and routing

4.4 Restaurant Delivery Requirements:

Supplier ensures timely delivery at its own cost
Supplier maintains appropriate vehicle and driver insurance
Supplier's drivers must follow Platform service standards
No additional delivery payment from Purchaser to Supplier

5. ORDER MANAGEMENT

5.1 Product Information: The Supplier shall provide:

(a) Complete menu with accurate descriptions
(b) Base Menu Prices (excluding VAT)
(c) Clear allergen and ingredient information
(d) Real-time availability updates
(e) Accurate preparation times
(f) High-quality images

5.2 Order Process:

(a) Platform transmits Orders electronically
(b) Each Order specifies delivery method
(c) Supplier accepts/rejects within 2 minutes
(d) Acceptance creates binding purchase obligation
(e) Supplier prepares Orders by promised time

5.3 Order Modifications:

No changes after acceptance without Platform approval
Customer modifications routed through Platform only
Price adjustments require Platform consent

6. PAYMENT TERMS

6.1 Settlement Calculations:

Platform Delivery Orders:

Total Base Menu Price × 90% = Amount Due
+ VAT (if Supplier is VAT registered)
= Total Payment to Supplier

Restaurant Delivery Orders:

Total Base Menu Price × 100% = Amount Due
+ VAT (if Supplier is VAT registered)
= Total Payment to Supplier

6.2 Payment Schedule:

(a) Weekly settlements every Monday
(b) Covers all Orders from previous Monday-Sunday
(c) Payment via bank transfer within 2 business days
(d) Detailed settlement report provided

6.3 Settlement Report Includes:

Order details and timestamps
Delivery method for each Order
Base prices and calculations
VAT amounts (if applicable)
Deductions (if any)
Net payment amount

6.4 Invoicing Requirements:

Non-VAT Registered Suppliers:

Issue receipt for Products supplied
No VAT shown on documentation

VAT-Registered Suppliers:

Issue proper tax invoice
Show Base amount and VAT separately
Include all required tax invoice elements

6.5 Authorized Deductions:

(a) Customer refunds due to Supplier error
(b) Missing or incorrect items
(c) Quality issues confirmed by Platform
(d) Agreed promotional discounts

7. QUALITY AND COMPLIANCE

7.1 Food Safety Standards: The Supplier warrants:

(a) Full compliance with Thai Food Act B.E. 2522
(b) All Products fit for human consumption
(c) Proper food handling and storage practices
(d) Accurate allergen labeling
(e) Valid health certificates for all food handlers

7.2 Packaging Standards:

(a) Leak-proof containers appropriate for delivery
(b) Temperature maintenance for hot/cold items
(c) Secure packaging preventing contamination
(d) Clear labeling of items

7.3 Service Standards:

(a) Consistent product quality
(b) Complete and accurate Orders
(c) Timely preparation meeting stated times
(d) Professional staff interaction

8. CUSTOMER RELATIONS

8.1 Platform Responsibilities: The Purchaser shall:

(a) Handle all Customer service inquiries
(b) Process all Customer payments
(c) Issue receipts showing Platform as seller
(d) Manage complaints and refunds
(e) Maintain Customer database

8.2 Customer Data:

All Customer data belongs to Platform
Supplier may not contact Customers directly
Restaurant Delivery drivers receive only necessary delivery information
Data protection per PDPA requirements

8.3 Reviews and Feedback:

Platform owns all Customer reviews
Supplier may not solicit direct reviews
Platform shares feedback for quality improvement

9. VAT AND TAX COMPLIANCE

9.1 VAT Obligations:

(a) Platform charges 7% VAT on sales to Customers
(b) VAT applies to food and delivery fees only
(c) Processing fees are pass-through (no VAT)
(d) Platform handles all Customer VAT invoices

9.2 Supplier VAT Status:

(a) Supplier must immediately notify VAT registration changes
(b) Provide VAT certificate when registered
(c) Issue proper tax invoices once registered
(d) Platform adjusts settlements accordingly

9.3 Tax Documentation: Each party maintains proper records for tax authorities including all invoices, receipts, and settlement reports.

10. INTELLECTUAL PROPERTY

10.1 License to Platform: Supplier grants Platform non-exclusive rights to use:

(a) Restaurant name, logo, and trademarks
(b) Menu descriptions and food images
(c) Marketing materials
(d) For Platform promotion and operation only

10.2 Platform Property: All Platform technology, customer data, and business methods remain Platform's exclusive property.

10.3 Marketing: Platform may feature Supplier in promotional materials with prior notice.

11. TERM AND TERMINATION

11.1 Initial Term: Commences on signature and continues indefinitely.

11.2 Termination for Convenience: Either party may terminate with 30 days written notice.

11.3 Immediate Termination: Either party may terminate immediately for:

(a) Material breach not cured within 7 days
(b) Food safety violations
(c) Loss of required licenses
(d) Insolvency or business cessation
(e) Fraud or criminal activity

11.4 Post-Termination:

(a) Complete pending Orders
(b) Final settlement within 14 days
(c) Return Platform property
(d) Cease use of trademarks

12. LIABILITY AND INDEMNIFICATION

12.1 Supplier Indemnification: Supplier indemnifies Platform against:

(a) Food poisoning or contamination claims
(b) Allergen and labeling errors
(c) Regulatory violations
(d) Intellectual property infringement
(e) Restaurant Delivery accidents (when applicable)

12.2 Platform Indemnification: Platform indemnifies Supplier against:

(a) Platform Delivery accidents
(b) Customer payment disputes
(c) Platform technology failures
(d) Unauthorized trademark use

12.3 Insurance Requirements:

Supplier must maintain:

General liability: THB 1,000,000 minimum
Product liability coverage
Vehicle insurance (if providing delivery)

Platform maintains:

General and product liability
Delivery fleet insurance
Cyber liability coverage

13. CONFIDENTIALITY

13.1 Confidential Information includes:

Pricing structures and margins
Customer data and sales volumes
Business strategies and methods
Technical specifications

13.2 Obligations: Neither party shall disclose confidential information except as required by law or with written consent.

13.3 Survival: Confidentiality obligations survive termination for 3 years.

14. GENERAL PROVISIONS

14.1 Governing Law: Thai law governs this Agreement.

14.2 Dispute Resolution:

Good faith negotiation (30 days)
Mediation in Surat Thani
Surat Thani courts if mediation fails

14.3 Amendments: Must be written and signed by both parties.

14.4 Assignment: No assignment without written consent.

14.5 Notices: Written notices to registered addresses.

14.6 Language: English and Thai versions; English prevails.

14.7 Entire Agreement: This Agreement supersedes all prior agreements.

14.8 Severability: Invalid provisions don't affect remaining terms.

14.9 Force Majeure: Neither party liable for delays due to circumstances beyond reasonable control.

15. KOH TAO SPECIFIC PROVISIONS

15.1 Island Logistics: Parties acknowledge unique challenges including weather, transport limitations, and seasonal variations.

15.2 Service Interruptions: Platform may suspend service during severe weather affecting safety.

15.3 Seasonal Adjustments: Terms may be modified by mutual agreement for high/low tourist seasons.

15.4 Community Relations: Both parties commit to sustainable practices supporting island ecology.

IN WITNESS WHEREOF, the parties execute this Agreement on the date first written above.

APEX MERIDIAN HOLDINGS CO., LTD.

By: _________________________________
Name:
Title: Authorized Director
Date:

[SUPPLIER NAME]

By: _________________________________
Name:
Title:
Date:

WITNESSES:

Name:
ID No:
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ID No: