E-Commerce Agreement
E-Commerce Agreement
This Deed of Agreement is executed and entered into on this ______ day of _______, 2017
By and between
COMPANY the company duly licensed and incorporated under the laws of Dubai, UAE having its registered office at ____________________________________, Dubai, UAE hereinafter referred to as (the First Party)
And
_________________(Name of the Designer) ______________ a company duly licensed and incorporated under Corporate Laws of Pakistan and having registered office at __________, hereinafter referred to as the (the Second Party)
This Agreement will be in force for a period of one year and may be terminated by either party giving to the other not less than one-month prior notice in writing.
WHEREAS
- The First Party is engaged in providing state of the art platforms in the form of exhibitions to the Fashion Designers and Brands to display their products for sale and have many registered users to whom First Party offer various services.
- The First Party is desirous of setting up an online store on _____________ Shopping Website and has offered to sell Second Party’s Products through the said online store. The state of the art platform located at the following URL: http://www._______ hereinafter referred to as “Boulevard1 Website” for Fashion Designers and brands to display their products for on line shopping.
- The Second Party has agreed to provide the Products to the First Party as per the terms and conditions of this Agreement.
Mutual Arrangement
Both the parties to this Agreement agreed hereto that the sale of the Products on the said Online Store shall subject to the terms and conditions hereinafter contained. The Parties to this Agreement further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of Boulevard 1 shopping (incorporated in this agreement by way of reference and forms part of this Agreement) alongwith this Agreement.
The First Party shall offer to the Second Party its services for facilitating online sale of the Products of the Second Party which shall include _____________________ and ___________ all the other related services to ensure customer satisfaction on behalf of the Second Party. For this arrangement, the Vendor shall pay service charges as specified under these presents, to the First Party for the sale being effected through the Online Store created on the Boulevard 1 Shopping website of the First Party.
Terms and Definitions:
For the purpose of this Agreement following words and phrases shall have the meaning assigned to them under this Article
Representative:
Representative shall mean the company Boulevard1
Vendor
Vendor shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store
The Product:
The merchandise item or items offered for sale by the Vendor viable through the Representative’s online store
The Service:
The service or services offered for sale by the vendor through the Representative’s online store
Online Store:
Online Store shall mean a virtual store created on website given below an online shopping portal for sale of the Products provided by the Vendor through web site of the Representative The online sales facility operated by the Representative on the Representative’s website.
The Buyer:
The purchaser shall mean any individual, group of individual, company or entity desirous to place an order for the Product of the Vendor through the online store of the Representative
The Commission:
The percentage of the sales price set by the Vendor that is collected as payment for the use of the Sales Facility on the online store of the Representative.
Sign-up Fees
Sign up shall mean the non-refundable fees payable by the Vendor to the Representative at the time of execution of this Agreement towards the initial creation of online store.
Order
Order shall mean an order for purchase of products wherein buyer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.
Price shall mean the sale price at which the Products are to be delivered to the Buyer inclusive of all courier charges and applicable taxes.
Shipment Cost
Shipment Cost shall mean the cost and taxes recovered by the Representative from the Vendor per order for handling the logistics.
Service charges
Service Charges shall mean the margin per transaction charged by the Representative to the Vendor at the rates agreed to between the parties, upon the sale of product on online store.
The Store Information System:
All the information required to operate the store, including information that the Vendor supplied in accordance with this Agreement.
Effective Date
“Effective Date” shall mean the date on which this Agreement is executed.
RIGHTS AND OBLIGATIONS OF THE VENDOR
- It has been agreed by the Vendor:
1.1 To offer his product to the general public through the online Store provided all the stipulations included in this Agreement
The Vendor shall provide the product, description, images, and other details for the products to be uploaded and displayed and offered for sale through the online store.
Representative shall not provide any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure Representative to provide material to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
Vendor shall on and from __________, 2017 operate and maintain inventory system in respect of Representative’s merchandise.
1.2 To change the Product provided that:
- by given advance warning of 5 working days to the Representative via email, fax, mobile, etc
- all necessary information to substitute products shall be provided to the Representative along with the substituted Product
1.3 To provide photographs of his/her Products and descriptive material of the Product being offered for sale on the online Store
1.4 To use the Vendor Support Service by calling ________________ between the hours of _____ an d_______to resolve any question regarding the Sale Facility, the Product or any matter whatsoever in relation to this Agreement.
1.5 To use the Vendor Support Service for the purpose of photographing, drafting descriptive material, of anything else required for proper display on the Store, provided making payment according to conditions set out in Annexure I to this Agreement.
1.6 To discontinue using the services of the representative provided that notice of seven days is given by the Vendor.
he Vendor shall:
4.3. Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
4.4. Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
4.5. At all times have access to the Internet and its email account to check the status of approved orders,
4.6. On receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store.
4.7. In respect of the orders for Products placed through the Online Store, Vendor shall submit proof of dispatch to the satisfaction of Company within 48 hours of the request made by Company.
4.8. In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
4.9. Update the Order Status including Airway Bill Number on a daily basis,
4.10. The Vendor shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company,
4.11. The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
4.12. Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
4.13. The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
4.14. The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
4.15. The Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.
4.16. Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
4.17. The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
4.18. The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
Vendor is obliged:
Prior to displaying the Product on the Store, te Vendor must be fully acquainted with all the conditions relating to Sales Facility, ordering, payments, shipment, delivery, notices and returns and agree to abide by all.
The Vendor undertake to either enter his/her digital photograph and descriptive text and/or portfolio and Products or agree
- The Vendor is obliged:
- Prior to displaying the Product or Service on the Store, the Vendor must be fully acquainted with all conditions relating to the Sale Facility, including ordering, payment, shipment, delivery, notifications and returns and agree to abide by them.
- The Vendor undertakes to: either enter his/her digital photographs and descriptive text of his Product, or to agree to use the Vendor Support Service for this purpose in accordance with 2.1.5 of this Agreement.
- To notify the Representative of any change in the Product or Service at least 5 working days in advance of the date upon which the change becomes effective.
- To communicate exact information required by the Representative for shipping and delivery to be posted alongside the Product or Service offered through the Store.
- To provide complete and adequate information to the Representative for purposes of payment.
- To provide information regarding any changes in payment information in a timely manner.
- To provide true information regarding the Product as required by this agreement, which is stored in the Store Information System.
- To ship or deliver the Product ordered once the order has been communicated by the Representative, in accordance with shipping and delivery conditions as set out I Annex II.
- Rights and Obligations of the Representative
The Representative has the right:
- To change the conditions governing the operations and use of the Store, including payment conditions, commissions, delivery and shipment requirements, according to the needs of the online business.
- To alter the photographs and/or descriptive text of a Product which does not meet Store standards of clarity and legibility provided the Vendor is notified of said changes with an explanation of the reasons for the changes.
- To terminate, permanently or temporarily, an association with a Vendor who fails to meet all the conditions of this Agreement or in any other way behaves in way that is detrimental to the Store.
- To withhold payment to a Vendor who fails to meet his obligations under this Agreement.
Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that
5.1. They have the right and full authority to enter into this Agreement with the Company.
5.2. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
5.3. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
5.4. That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
5.5. That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party 6. That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
5.6. That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.
5.7. Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
5.8. Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
5.9. That Vendor shall draw the invoice / bill directly in the name of the Customer.
5.10. Vendor shall prior to release of anypromotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.
- The Representative is obliged:
- To provide the services of the Store according to the terms of this Agreement.
- To pay the Vendor without delay for his Product once a sale is completed and payment by the Buyer has been received by the Representative, and to inform the Vendor that payment has been made.
- Vendor shall receive payment covering both the Product and shipping.
- To notify the Vendor of any problems arising with payment from the Buyer, in a timely fashion.
- To notify the Vendor of any problems with shipment or delivery that may originate with the Vendor.
- To notify the Vendor of any claims or disputes from the Buyer concerning the Product in order to resolve said matter.
- To immediately inform the Vendor of any defective Product or Service provided by the Vendor to give the Vendor the possibility to replace said Product or Service.
- Not to disclose or to use any confidential information provided by the Vendor, except as required by applicable legislation.
- Ordering and shipping
- Once an order is placed with the Representative through the Store, the Representative/Vendor is immediately notified and must proceed with shipment or delivery, according to the specific conditions as set out in Annex II to this Agreement. Vendor must bear the cost of shipping until payment is received from the Buyer.
- The cost of shipping or delivery is indicated alongside the Product or Service offer, and is added to the amount charged to the Buyer.
- Prices and commissions
- The Vendor sets the price of the Product or Service offered for sale through the Store. A commission of ____ % percent is added to the price set by the Vendor, and the total is displayed as the sale price alongside the Product on offer. The cost of shipping or delivery is also indicated alongside the Product, and is added to the sale price. The total amount is what is charged to the Buyer.
5.2 The commission varies according to the Product and is set out in Annex I.
5.3 The Vendor shall pay the Representative for the services aforesaid a fixed fee of as mentioned above as a platform fee on sales.
- Payment is made by secure web-based payment methods, by bank transfer, or by cash. The method of payment is set out in Annex I.
Consideration and Payment Terms
3.1. Vendor shall make the payment for Sign-up fees as specified in Form _______ for the creation of Online Store at the time of execution of this Agreement. Payment of Sign up fees shall be made 100% in advance unless specified. The service tax if any shall be charged by the Company, at the applicable rates.
3.2. The said sign-up fee is a non- refundable fee for the creation of Online Store. The said Online store shall be displayed on the Telebuy Shopping website during the subsistence of this Agreement.
3.3. The Representative shall collect the Payment on behalf of the Vendor in respect of the Orders received through Online Store. In consideration of the services rendered under
these presents, the Representative shall charge the Services charges to the Vendor at the rates specified by the Representative in ____________. The Company shall pay the Vendor an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The shipment cost will be levied at AED_____ per transaction (by a particular customer). The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Representative shall pay to the Vendor an amount recovered as Price minus the service charges. Any amount to be paid to the Vendor by the Representative shall be paid net of reversals.
3.4. In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Representative shall levy the Service charges, plus a penalty of the service charge of the product (upto a maximum limit of AED _____) and the said charges will be deducted from the amount due and payable to Vendor.
3.5. Further Representative shall debit the Service charges (upto a maximum limit of AED _____) to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.
3.6. Payment reimbursement of the Sale Proceeds to Vendor shall be done by Representative in the following manner:
3.6.1. Vendor shall prepare a consolidated advice list of all orders delivered to the cutomer, 5 times in a month for every 7 days.
3.6.2. The Representtaive shall within 7 working days of receipt of advice process the amount due to Vendor and dispatch the Cheques / Demand draft favouring “ ________________________” / on line transfers.
Vendor agrees to bear all the applicable taxes duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store and Representative shall not be responsible to collect, report, or remit any taxes arising from any transaction.
- Liabilities
- In the event the Product provided by the Vendor is defective or does not match the digital image displayed through the store, the Vendor is under the obligation to replace the Product or the Service within five working days from the complain received by the Representative. If the Vendor is unable to do this, he/she will remain liable for the cost of shipment or delivery incurred.
- In the event a Vendor ships or delivers defective or substandard Products for a second time, the Representative reserves the right to unilaterally terminate the Agreement.
- In the event if a Product is damaged during shipping, the terms of shipping as agreed by the Buyer shall apply. If insurance is taken out by the Buyer, compensation shall be only in the form of what the insurance provides and the Representative shall have no liability.
- Termination of Agreement
- This Agreement can be terminated:
- If both Parties reach an agreement to do so;
- Unilaterally, subject to this Agreement and the laws of Ukraine.
- The Vendor can revoke usage of the Representative’s services at any time, in which case his Product is no longer displayed through the Store.
- Other Conditions
- This Agreement shall come into force from the moment of its signing.
- The Agreement is concluded in English version language and is legally valid.
- All disputes that may arise from this Agreement are to be settled, if possible, by means of negotiations. All unsettled disputes can be brought before a court of arbitration in Dubai, UAE.
Company reserves the right:
6.1. Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Telebuy Shopping Website. In such an event, the Company reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
6.2. Company reserves the right to provide and display appropriate disclaimers and terms of use on Telebuy Shopping portal.
6.3. At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Telebuy Shopping, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
- Indemnity
7.1. The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.
7.2. The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
7.3. This article shall survive the termination or expiration of this Agreement.
- Company not Liable
8.1. The Company on the basis of representation by the Vendor has created the online store of the Vendor on Telebuy Shopping portal to enable Vendor to offer the Vendor’s products for sale through the said Online Store. This representation is the essence of the Contract.
8.2. The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations /intellectual property rights of any third party. Vendor agrees and acknowledges that
8.3. Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
8.4. Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
8.5. The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ online store.
- Term, Termination and effects of Termination
9.1. Term:
The Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.
9.2. This Agreement may be terminated by the Company in the event:
9.2.1. Vendor fails to make payment of the agreed amount, by giving 48 hours written notice,
9.2.2. Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the Company.
9.2.3. If a Petition for insolvency is filed against the Vendor.
9.2.4. If the Vendor is in infringement of the third party rights including intellectual property rights.
9.2.5. This Agreement may be terminated by either party giving the other 30 days written notice.
9.3. Effect of Termination:
In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect.
Company shall not be liable for any loss or damages (direct, indirect or inconsequential)
incurred by the Vendor by virtue of termination of this agreement.
During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
Arbitration
Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.
10.2. The arbitration shall be conducted in Chennai in accordance with the Arbitration and Conciliation Act of 1996 or any modification or reenactment for the time being in force.
10.3. The language of arbitration shall be English. The arbitration shall be held at Chennai, India.
10.4. The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.
Jurisdiction and Governing law
The obligations, performance, interpretation and contents shall be governed by Indian law.
Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at Chennai .
Notices
All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out at the beginning of this Agreement.
Intellectual Property Rights
It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
Entire Agreement
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
Assignment
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.
Confidentiality:
Representative agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement.
The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement. Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
Limitation of liability:
Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.
Relationship of Parties
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Representative shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Representative.
Waiver and Amendment
No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.
Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
Force Majeure
Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.
In witness whereof the parties have hereto caused their respective Signatures and Respresenttaive seal to be affixed the day and year first hereinabove mentioned.
Liabilities
In the event a Product is damaged during shipping, the terms of shipping as agreed by the Buyer shall apply. If insurance is taken out by the Buyer, compensation shall be only in the form of what the insurance provides and the Representative shall have no liability.
8.4. This agreement is not valid without Annexes 1 and 11. Vendor banking information:
If individual
M/Ms__________________(surname),
_______________________(first name);
_______________________(patronymic):
Passport No_______________;
Tax identifying No_________;
Residing at__________________________________________ ____________________________________________________;
Name of bank:
Address of bank:
Bank code:
Account holder:
Account Number:
If legal person (a company)
Name of the company________________________________
Represented by_____________________________________
Name of bank:
Address of bank:
Account Number:
Bank code:
Tax ID
USREOU code
Certificate
Representative bank information
Name of the company _____________________________
Represented by ____________________
Tel: +_______________________
e-mail: __________________
fax: _________________________
Account number __________________
USREOU code _______________
Certificate on payment the only tax # _____________
Signed
(Print full name)
Date
ANNEX I- Payment and price
- The commission added to the vendor price is 20 %.
2.Method of payment (check the appropriate box)
- Bank transfer
- Cash in the office
ANNEX II- SHIPPING and DELIVERY
The Vendor can select to ship in one of three ways:
(check the appropriate box)
- UAEPOST.
- Express mail delivery service (DHL, Federal Express)
- Delivery service (__________ only)
- Pick up by the buyer from the office of Representative
- By other means of delivery as suggested by the buyer or the Vendor.
Signed
(Print full name)
Date
- (a) Initially three months charges will be paid as ADVANCE and subsequently from the fourth month of the agreement monthly dues to be paid in the first week of every month till the expiry of the agreement and post dated cheques for the remaining months to be provided at the time of signing of Agreement.
(b) The payment of monthly dues is the responsibility of the Second Party. In case the Second Party delays in payment a penalty of AED _____ per month would be applied on the pretext of non payment.
5.(a) The First Party shall pay sales collections of a month to the Second Party on or before 10th of the succeeding month also making deductions with subject to 4(a), 4(b), 4(d) and Clause 8.
6(a). The Second Party shall be responsible to provide all merchandise free from defect, any claim of any third party or parties. The merchandise shall be clear from any attachments and packing material which may cause injury to the health and property of the customers and clients or the intellectual property rights, registered designs and registered trade marks. The Second Party shall be solely responsible for such claims and the First Party wont be party to that for defamation of goodwill of First Party and will be subject to clause 7(a) and 7(b).
(b) The Second Party is liable to replenish the goods regularly and shall at their own expense replace the merchandise remained unsold for maximum 40 (forty) days for smooth operation of business.
(c) The Second Party wont be allowed to take clothes during the month for fashion shows, morning shows, shoots or exhibitions or for whatever reasons because it disturbs the inventory system of First Party. The old inventory would be only handed over at the time of replacement with new merchandise or after closing of monthly sales but with subject to clause 4(a), 4(b), 4(d) and Clause 8.
(d) The Second Party wont be allowed to sell used clothing or even one time wears because the First Party does not engage in selling customers or clients with used merchandise which risk skin diseases and other hygiene conditions.
7(a) This Agreement will be in force for a period of one year and may be terminated by either party giving to the other party not less than one month’s prior notice in writing or payment in lieu thereof and immediately terminate the agreement. However, the Second Party is bound for the period of first three months from the signing of the Agreement and during that period the Agreement cannot be terminated by the Second Party.
(b) In the event the Second Party terminates the Agreement within the first year of the agreement period, the Second Party shall be liable for payment equal to two months charges against the unrealized period, in addition to any other outstanding dues. For the purpose of this Clause, “Monthly Charges” shall be based on the highest amount of monthly billing during the period of agreement remained in force.
(c) Upon the termination of agreement the Second Party shall be permitted to remove all its merchandise, which may have been placed by it upon Premises subject to clause 4(a), 4(b), 4(d) and clause 8.
- The cost of advertisement in print as well as electronic media and fashion shows shall be equally divided amongst the member designers displaying at B1 including the Party at First Part. The receipts of advertisement shall be copied to the Party at Second Part for payment of their contribution.
- in the event of any war, declared or undeclared, enemy action, hostilities, strikes, riots and civil commotion, Act of God, or any other circumstances (whether or not of a similar nature to the foregoing) which is of a national nature or which fully encompasses the city/town concerned, over which the First Party has no control which causes the cessation of or substantial interference with the performances of the services by the First Party to perform the said services shall fortwith be suspended until such circumstances shall have ceased.
- The First Party is an independent entity and all services rendered under this agreement are to be performed as such, it being understood that the direction and manner of performance of services of the First Part’s employees shall be solely within the control of the First Party. Also the First Party shall be responsible for the payment of payment of its employees salaries, wagesand all psay roll taxes.
(b) The First Party shall provide electricity, stationary and janitorial services, expenses of electricity.
11(a) The First Party agrees to indemnify the Second Party against all actual losses, subject to the limitations of liability not exceeding AED ______ PKR 10, 000) as detailed hereinafter, for loss or theft of the merchandise of the Second Party arising from default directly attributable to the FIrst Party during the period of this agreement and which only be proved/shown by the Second Party to have arisen out and in the course of the performance by the First Party of its obligation under this agreement except for acts beyond the control of the First Party.
(b) The First Party shall not be responsible or liable for any claim for loss of any nature, which arises beyond the control of First Party such as Act of God, burglary, fire,. Water, flood, air crash, bomb blast, strikes, damage to the structure of the building, war, strikes, riots, natural disaster, etc.
- If during the subsistence of their agreement or any renewals thereof, any tax, charge or surcharges is levied/applied or are increased in respect of the services which are subject of this agreement, and any other increases of similar nature by the Federal, Provincial or Local Government, such cess, tax, charge, surcharge and increases, as the case shall be payable by the Second Party to the First Party, in addition to the amounts mentioned in this Agreement.
- If any dispute relating to the interpretation, performance or breach of this Agreement shall be referred to an Arbitrator to be appointed with the mutual consent of both parties. In the event the parties to the Agreement fail to agree on one arbitrator, both parties may nominate arbitrator of their choice and in the event the arbitrator so appointed dissent on the decisions, an Umpire shall be appointed, whose decision shall be final and binding on the parties. The venue of arbitration shall be Dubai, UAE.
- (a) During the term of this agreement, the Second Party shall not engage or agree to engage or employ any person who, at the commencement of this Agreement, was full time employee of the First Party or was engaged by the First Party on contract from a third party and vice versa.
(b) The Second Party is not bound to sell any of the merchandise below the prices provided or displayed at Boulevard1, in case of breach the First Party shall reserves the right for legal action and claim financial damages for defamation of good will caused by the actions of the Second Party.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the day, month and year first above mentioned.
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Party at First Part (party at Second Part)
Boulevard 1
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witness witness