THAT THIS AGREEMENT FOR VENDOR (referred to hereinafter as the ‘this agreement’) on the day of vendor’s registration on eQatar.com is executed between-
eQatar of Wholesale Market Road, Mesaimeer-Doha, Qatar being its registered office, which is a juristic person is represented by its designated hand and seal as subscribed and affixed hereat this agreement [referred hereinafter as “service provider”] (which term shall include their heirs, successors and assigns) on One Part;
The VENDOR as more fully delineated hereunder at the ‘Application Form’ and being a juristic person has subscribed and affixed its designated hand and seal hereat this agreement (which term shall include their heirs, successors and assigns) on Other Part.
That the Vendor
That both parts hereinabove mentioned are collectively referred to as “parties” hereinafter
WHEREIN, the Vendor is in manufacturing business of goods and products as described in the ‘Application Form’ hereunder (referred as ‘products’ hence) inter alia supplying, marketing, and distribution of the same, and has approached to the service provider which deals in eCommerce business of distributing goods and products online by marketing and promoting such goods and products via eCommerce channels, and
WHEREAS, the service provider being satisfied at the advancements of the Vendor and representations made thereof agrees to manage the business of the Vendor by distributing its products online by marketing and promoting it per eCommerce channels subject to the covenants of this agreement and its appendages which forms an inseverable part of this agreement.
NOW THIS AGREEMENT WITNESSETH THE FOLLOWS:
That all the covenants that are to follow hereon are mutually agreed by and between the parties as in the context specified and shall bind both the parties.
I. SUPPLY OF PRODUCTS
I.I The service provider on receiving an order on its eCommerce platform from a customer shall draw up an order detail (mentioned as ‘order detail’) and forward it to the Vendor for compliance.
I.II That Vendor shall on receiving the order detail supply the required product in tune with the order detail.
I.III That the service provider reserves sole right to inspect the product supplied by the Vendor and in any case it transpires to the service provider prior to the completion of the transaction that the supply by the Vendor is in contravention to the order detail or any of the covenants of this agreement, the product shall be remitted to the Vendor and the service provider shall have the right to avoid the transaction inasmuch the irregularity exists through a prior notice in writing and such case, the Vendor shall be liable and obligated to make good any damages if any.
I.IV That if after the completion of the transaction, it appears to the service provider from the customer that the product supplied by the Vendor is defective or otherwise not at par with the prescribed standards, the same shall be notified to the Vendor in writing. The Vendor in such a case shall stand liable and obligated to arrange the product’s collection from the customer’s address in such manner and time prescribed in the written notice. That upon collecting the product, the Vendor shall issue a credit note in favor of the customer and forthwith cause refund using the original payment method.
I.V That the Vendor shall indemnify and holds indemnified the service provider from all claims and/or allegations arising out of quality issues which includes but not confines to counterfeit products, brand mismatch, damages, compensation, time expired products, et al. The claim herein discussed shall include fine, cost, damages imposed by the competent government authority, agency, or otherwise.
I.VI The service provider shall withal enjoy sole right to modify, alter, amend or cancel the order detail or any part thereof without the consent of the Vendor, and in such case, no compensation or damages shall lie against the service provider.
I.VII That the Vendor shall be liable singly to ensure the quality and authenticity of the product supplied to the customer.
I.VIII: The Vendor understands that the service provider shall provide after-sale service to its customer and in cases where the customer’s service is required on products of the Vendor. The service provider shall draw up a memo of service which shall comprise details of service required by the customer, and in all cases, the Vendor hereby explicitly agrees to extend services as needed by the customer in tune with the memo of service whenever so requested by the service provider.
I.IX The Vendor undertakes to provide a statement of the transaction with the service provider, at the behest of the service provider which shall have: –
- Details of product supplied under this agreement.
- Statement of a financial transaction.
- Credit or debit notes issued by the Vendor. In all cases, the service provider shall request for a statement of the transaction with seven days’ prior notice in writing stating the period for which such statement is required, and other details as may deem necessary.
II.I It shall be the duty of the Vendor to ensure proper packaging of the product, which shall provide sufficient support and protection to the products through the transit period from any external force or influence that may detract from its quality or application.
II.II It shall further be the duty of the Vendor to comply with the due norms of the carriers involved and take such steps as deem reasonably necessary to secure optimum security and safety of the products.
II.III In cases, as may appear fit to the service provider, it shall issue regulatory guidelines and/or instructions on the packaging of products which shall be in addition to and not in derogation of the general duty herein above mentioned of the Vendor. The Vendor in the presence of such guidelines and/or instructions issued by the service provider shall abide by the same manner as if such guidelines and/or instructions are an integral part of this agreement. The service provider further reserves the sole right to alter or modify the product’s packaging norms under this agreement, in which case, the service provider shall effectuate such changes only after serving a seven-day notice prior to the Vendor.
II.IV The Vendor further accords the service provider’s right to cause repackaging of the product if so deems necessary by the service provider either by itself or through any third party to ready the product for shipping and transportation.
III. I The Vendor shall be obligated to deliver the product as per the covenants of this agreement and in tune with the order detail forwarded by the service provider through the order management system. The Vendor withal shall ensure that the products are delivered, maintaining time as per the delivery schedule or allotted delivery time slot, etc.
III.II The Vendor shall have the sole responsibility to ensure product delivery to the customer. In pursuance of the same shall avail relevant sanctions, permits, approvals, product registration, and other legal requirements as prescribed under the law for the time being in force for completing transactions under this agreement.
III.III Time is the essence of this agreement, and the Vendor, in particular, hereby undertakes to deliver products in due time as laid out in the order detail. Nothing contained in this sub-clause shall detract from the continuing obligations of the Vendor under this agreement.
III.IV That any delay in maintaining the time of delivery from the Vendor’s end shall be deemed a breach of this agreement saving the occurrence of force majeure. In other cases, whereof, the Vendor apprehends delay in delivery shall forthwith intimate the service provider and customer in writing stating: –
- the ground for such delay
- steps were taken by the Vendor to evade such delay
- the expected time within which the Vendor shall deliver the product; however, in all cases, the Vendor shall intimate the service provider and the customer at least a day before the delivery date.
III.V That in case any claim arises due to delay in delivery of the product unless otherwise expressed herein this agreement, the Vendor shall be singly liable to meet such claims.
III.VI That upon successful completion of the transaction, the title and ownership of the product shall pass on and vest upon the custom effective from the time of delivery. However, this shall not prejudice the right of rejection, which the customer or the service provider may have under this agreement.
IV. PRICING, INVOICING, AND PAYMENTS
IV.I The consideration in favour of the Vendor for supplying product under this agreement shall be the amount described in the order detail (referred hereinafter as ‘price’) which shall unless otherwise provided be inclusive of all direct and indirect taxes as are applicable for the time being in effect, fees, and/or other charges, as the case may be for preparation for shipment and crating.
IV.II The price once agreed and fixed between the parties shall not be mutable unless the service provider grants the Vendor prior written consent.
IV.III That in cases where any promotion or marketing schemes on a digital platform can alter the price here in above mentioned the service provider shall inform the Vendor and require Vendor’s assent in writing before effectuating such promotional and/or marketing actions.
IV.IV That it shall be incumbent upon the Vendor to issue invoices as generated by the service provider to the customer along with the delivery of the product, the Vendor shall further provide the customer with a copy of the order detail and the delivery note of the product successfully supplied. To obviate any confusion, it is expressed that invoice (idem) shall entail reference number, designation, product detail, and quantity, order detail, item number, price (to disclose pertinent breakdown), discount (if any), terms and condition as applicable, details of the parties.
IV.V That if any discrepancies are observed between the covenants/terms of this agreement and terms and conditions of the invoice, the prior shall prevail over the later.
V. SETTLEMENT BETWEEN PARTIES
V.I The basis of settlement between the parties shall be the invoice raised on the customer which shall be the net of any credit or debit notes, whereof, the service provider on every fortnight shall raise an invoice on the Vendor account on the net sale transacted during such period of fourteen days, computed upon each category multiplied by commission applicable in such category as provided hereunder this agreement at Appendage I. Every invoice raised by the service provider shall be payable with thirty days from the date of issuance of invoice upon the Vendor.
V.II In all cases of online sale where the payment of the price has been made by the customer online to the service provider, and wherein, the service provider has collected such online payments on behalf of the Vendor the service provider shall settle such payment with the Vendor on a fortnightly basis computed on sales during such period of fourteen days of which net off category commission shall be payable to the service provider on such sales. Nothing herein contained shall affect sales on which the customer has elected cash on delivery, and the cash remains with the Vendor in which case, sub-clause V.I shall operate.
V.III What if any dispute arises between the parties vis-à- vis invoice mentioned (supra), the aggrieved party shall give and serve upon the other party a notice of the dispute in writing stating the grounds of dispute. The parties herein pledge to resolve and/or remedy such disputes with thirty days from the date of receiving such notice of disagreement. In matters where the parties fail to reconcile their differences, the disputed amount shall be settled in terms of this agreement.
V.IV That both parties hereto agree and undertake to continue transactions under this agreement during the dispute’s pendency, and such dispute shall not impede the transactions under this agreement.
VI. INTELLECTUAL PROPERTY RIGHTS
That neither party hereto this agreement shall have any right to use the trade name, trademark, service mark, or any other intellectual property of the other party whatsoever without availing prior written consent.
VII. CONFIDENTIALITY CLAUSE
VII.I Each party to this agreement shall strictly adhere to the confidentiality clause as laid herein.
VII.II That either of the party whosoever receives any confidential information of the other party or any part thereof shall protect it and prevent from disclosing to any third party unless there is an expressed authority from the party to whom such information belongs, and the receiving party of such information shall further Not disseminate such confidential information to any the person not directly be involved in or under this agreement or does not warrant such information in other cases, and further to secure such classified information as if such information belongs to the receiving party itself.
VII.III That in the case under any circumstances whatsoever, inadvertently or otherwise the classified information or any part thereof suffers unauthorized leak, the receiving part upon learning such incident forthwith shall notify the party to whom the information belongs in writing.
VII.IV The obligation under this clause shall cast embargo from publicizing any dispute that may arise from this agreement or matters incidental thereto.
VII.V Confidential information or classified information as aforementioned shall be mean and include proprietary information, technical information, managerial and commercial information, artistic information, information as to marketing and promotion, service and product information, list of customers or clients, list of vendors, information as to experimental work and the invention, etcetera. To obviate any confusion, it is further provided that confidential information may be like oral, documentary, electronic form, which relates to the business or other affairs of the party, including the details of existing software, hardware, marketing plans, employees, strategy, etc.
VIII. INDEMNITY CLAUSE
The Vendor indemnifies and shall hold indemnified the service provider which expression shall include unless repugnant to the context respective successor, assigns, customers, officers, directors, employees and anyone claiming under its name (collectively referred Hereinafter as “indemnitees”) from any damages, liability, costs, fines, and expenses of any kind that may arise in the manner of third party claim in the matter of any product deficiency, intellectual property infringement, or any other legal infringement as pertains to the country. The indemnity shall also extend to any loss suffered by the indemnitees as a result of any suits, disputes or claims by any third party owing to the lack or breach on the part of the Vendor about any terms and conditions under this agreement or any part thereof, or any law or regulations for the time being in force.
IX. LIABILITY OF LIMITATION
Notwithstanding anything contained in elsewhere in this agreement is contrary, neither party shall be liable for any damages, under any circumstances, which includes but to limited to events of loss of profit, irrespective of if either of the party had any knowledge or notice about the possibility of such loss, regardless the form of the claim.
X. TERMS AND TERMINATION
X.I This agreement shall remain in force from its execution date until its termination, as provided hereunder this clause.
X.II This agreement may be terminated by either of the party through a written notice to the other party in a case where the party is culpable for breaching the covenants of this agreement or willfully neglecting to remedy the grievance of the aggrieved party within thirty days from the date of knowledge of such dispute; or if the other party suffers a legal disability or becomes insolvent and is declared bankrupt by the proper the authority of law or is convicted of a criminal proceeding.
X.III The service provider in all cases shall have the sole right to determine the agreement by serving a thirty (30 days) written notice to the Vendor; and upon the expiration of thirty days from the date of the service of notice of termination by the service provider to the Vendor, the agreement shall by virtue of the written notice stand determined.
XI. PROVISION UPON TERMINATION
XI.I That upon the termination of the agreement, if any Provision thereto prescribes continuation of performance beyond the determination of the agreement, such position shall continue in full force and effect until the performance has been completed. In other cases, such as keeping confidentiality clause, representations, and warranties clause, limitation, and liability clause, Governing Law and Dispute Resolution clause shall continue perpetually.
XI.II Nothing contains hereinabove in this clause shall abridge or otherwise affect the service provider’s right to any remedy that may exist as the termination of the agreement.
XI.III In events where this agreement is terminated in its entirety or having regard to any product, it shall be incumbent on the Vendor at the behest of the service Provider to complete the pending orders placed by the service provider before the determination of this agreement in lieu of payment by the service provider.
XII. REPRESENTATION AND WARRANTIES
XII.I Both parties hereto represent and warrants that they do not suffer from any legal or factual disability which tends to impede the performance of either party under this agreement, and that both parties are competent in their juristic capacities, and possess unqualifiedly authority to execute, deliver and perform under this agreement, and have all necessary sanctions as prescribed in law for the time being in force to do or cause to do all actions and performances required under this agreement. There lies no impediment either in law or in fact to discharge obligations or perform under this agreement, and that none of the parties suffer from any contractual or decremental restrictions which may impair their abilities and/or capacities to perform under this agreement. That this agreement shall be equally binding upon the parties hereto, and shall be enforceable in law, and that this agreement is in the tune of existing law for the time being in force, and is not against any public policy or equity. Both parties undertake to extend reasonable cooperation towards each other in pursuance to the covenants of this agreement.
XII.II The Vendor in addition to the aforementioned withal covenants represent, and warrants that the Vendor enjoys absolute title over the products which it is to deliver through the service provider, and that the Vendor possesses all the mandatory permits in law to manufacture, distribute and sell the products through third-party eCommerce channel, and also that the products are at par with the prescribed standards and are in marketable condition.
XII.III The Vendor further covenants represent and warrants that the described quality of the product, inter alia other descriptions, incidental certificates, instruction manual, etc, are not misleading or false. The Vendor shall not conceal any information as to the true nature and character of the product. The service provider reserves unconditional right to access the user’s manual, operating instruction, relevant papers, and photographs for redistribution.
XII.IV Vendor furthermore states that service providers shall enjoy warranty over the products and that all products supplied under this agreement by the Vendor are genuine, authentic, unused, comprises no defect, and are not refurbished.
XII.V For redistribution, the service provider may require the photographs of the product in high resolution on a white background having a minimum size not affecting the speed of the website to the Vendor. While advancing such requirements the service provider shall inform the Vendor of the time in which the publication of product photos shall be made, if there is an inordinate delay, the Vendor may remove such photos and may notify any such change via the email. In all cases, the service provider may create and post content on publication and redistribution products.
XIII. FORCE MAJEURE EVENT
In no event shall the parties be liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, even so after exhausting measures necessary and reasonable to circumvent, stave, or avoid such forces, which includes acts of war or terrorism, civil or military disturbance, natural or artificial catastrophes, or vis major, other supervening impossibilities, governmental action, communication or technological disruption, power outage and other mechanical failures, inter alia other causes of like and/or reasonable nature. The exemptions under this clause shall continue to operate until the Force Majeure Event ceases to exist and in the event where such predicament exists as an absolute hindrance to the performance of the performing party for a continuous period of thirty days and beyond, the performing the party must intimate the other party in writing about details of such Force Majeure Event in which case without prejudice to the other rights and obligations under this agreement the aggrieved party may terminate this agreement serving a fifteen days’ written notice.
XIV. GOVERNING LAW AND DISPUTE RESOLUTION
This agreement shall follow the rule of lex loci actus, and consequently, any dispute arising under the arbitration shall be adjudicated by the courts of the State of Qatar. Qatar Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by Arbitration. The place of Arbitration shall be the State of Qatar. Judgment on the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof.
- Entire Agreement: This Agreement, including the Annexes attached hereto, brings parties involved in the subject matter into the agreement, without entertaining any oral statements, representations, undertakings, warranties, or agreements between the Parties except as mentioned herein. With the exception to the statements expressed otherwise in the Agreement, any conflict between the terms of the Annexes and those delineated in the Agreement, the terms under the Annexes shall be standard determined.
- Assignment: Under no circumstances, the Assignment Vendor shall transfer or otherwise assign this Agreement or any of the Vendor’s rights or obligations hereunder without the Service Provider’s prior written consent.
- Waiver: Subject to the law for the time being in force, no interpersonal conduct of the parties shall be deemed a waiver of a right under this agreement. In case of any breach and/or non-compliance of the terms of this agreement, the aggrieved party shall not be deemed to have waived its right merely because it did not enforce such right forthwith. Per contra, such right shall subsist with the life of this agreement, and such right shall be deemed to be acknowledged by both parties during the continuation of this agreement.
- Amendment: That parties hereto shall not amend, modify, alter, this agreement subject in any form or manner unilaterally in derogation of which such changes shall not bind either of the parties nor shall endow any rights upon them save and except such amendments are introduced on mutual consent in writing and duly executed by the parties hereto.
- Severability: That if in the course of time any part of this agreement is declared as void, or inoperative, or invalid, or unenforceable, or unlawful, or illegal by a court of competent jurisdiction in such case if this agreement stays true to its essence upon severance of such declared portion then, the remaining part of this agreement shall remain in full force and effect.
- Nature of Agreement: This agreement is purely between two entities not working under or on behalf of each other in a commercial capacity, ergo, this agreement does not constitute a partnership, agency, venture, or joint liability in any form or manner. The parties hereto are singly liable to each other and towards other liabilities and obligations as set forth in this agreement. It is further provided that this agreement shall not bar any parties hereto from entering similar agreements with other parties.
- Disclosure: Subject to the confidentiality clause the Vendor acknowledges and agrees that the service provider may use Vendor’s data and information and may store and process such information in any digital application or system of the service provider or in such storage which is owned by licensed to the service provider by a third party and in furtherance of the same the Vendor shall provide all access to the service provider or as the case may be.