This Agreement (hereinafter referred to as the “Agreement”) is made on 16/December/2021 by and between:
BUBBARI a company incorporated and existing under the laws of the of the State of Qatar and having its address at P.O. Box…. Doha, Qatar (hereinafter referred to as the “Company”), and
Xxxxx W.L.L., a Company incorporated and existing under the laws of the State of Qatar and having its address at P.O. Box………………..Doha Qatar
(hereinafter referred to as the “Supplier”)
The Company and Supplier collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
WHEREAS the Company is the owner and operator of BUBBARI website under the brand name of BUBBARI (collectively the “B2B solution”), in the state of Qatar and
WHEREAS each of the B2B solution desires to make distribution of goods and merchandise of various description (hereinafter referred to as the “Products”) from reputable suppliers for display and sale at the said B2B solution; and
WHEREAS the Supplier carries on the business of sale of the Products and is duly licensed, competent, able, and willing to supply the Products to the B2B solution in accordance with the terms and subject to the conditions stipulated herein.
NOW THEREFORE In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby .
UNDERTAKING TO SUPPLY
The Supplier undertakes to supply the Products[MK1] , the full range of the Products periodically ordered under Local Purchase Orders in accordance with the terms thereof and as per the terms and conditions set out in the Special Terms (Section A, B, C). This Agreement is not a binding commitment by the Company to purchase any Products but is a record of the terms and conditions that would apply to supplier.
PURPOSE OF THIS AGREEMENT
This Agreement is entered into by and between the Supplier and the Company with a limited purpose of securing uniform terms and conditions that will govern individual purchase transactions initiated, concluded, and paid at their sole and absolute discretion.
The Company[MK2] will make payment for the supply of the Products in accordance with the Local Purchase Order, the Special Terms and the Standard Terms, if any.
The Agreement shall be for a term of one (1) year starting from 16/December/2021 to 15/December/2022 (the “Term”).
Each individual Local Purchase Order, the Receiving Control List, the Special Terms, and the Standard Terms shall all be read as, and form an integral part of the Agreement. Reference to the Agreement shall include reference to all the said documents. The several parts of this Agreement shall have the following order of priority for resolving any inconsistent text: (1) this Agreement, the Special Terms & ANNEX 2; (2) the Local Purchase Order (or the Receiving Control List, whichever is applicable).
IN WITNESS WHEREOF, the parties have signed the Agreement on the date hereof.
For and on behalf of the Company For and on behalf of the Supplier
Monthly Credit Note deducted from payment ( as per Payment Terms)
SECTION D – STANDARD PAYMENT TERMS
Days… 15/30th of every month
Days… 15th of every month
30 DAYS FROM STATEMENT OF ACCOUNT
QAR currency of payment
SECTION E – EXPLANATION
SECTION N – Delay of Delivery by Supplier: By default, will be kept as per the previous year. If some changes are required, please mention new lead time. Schedule remain arrange directly with the company
In these Standard Supply Terms and Conditions, in the Agreement, in the local Purchase Order, and in the special terms of which they form an integral part, the following expression shall, unless the context otherwise admits, carry the meaning respectively assigned to them hereunder.
“Defective Goods” means the goods described in Clause 6 hereof.
“Delivery point” means the End User[MK5] delivery point.
“Falsified Goods” means the goods described in Clause 7 hereof.
“Local Purchase Order” means the order placed on the Supplier by the Company’s Platform for supply of Products in accordance with these Standard Terms and Special Terms, if any.
[MK6]“Rejection Cost” means all those cost and expenses enumerated in Clause 9 hereof.
“Sale Invoice” means the invoice accompanying the delivery of Products.
“Receiving Control List” means the final invoice issued by the Company at the time of accepting delivery of the Products showing the list, the quantity and prices of Products delivered and accepted for payment.
“Service Centre” means a fully equipped facility manned by qualified, properly trained and competent staff and technicians possessing the necessary skills to carry out all repairs and maintenance work and requisite authority to perform and discharge all warranty obligations in relation to the Products.
“Special Terms” means the special terms attached to the Agreement on SPECIAL TERMS. “Standard Terms” means these Standard Supply Terms and Condition to the Agreement as Annex 2. [MK7]
“Term” means the duration of the Agreement as therein specified.
“Territory” means the country in which the Company’s online store is situated.
Supplier represents that it is legally entitled to and is duly authorized to be the principal/manufacturer’s agent to sell the Products in the Territory, that the sale of the Products at the online store does not and will not violate any agreement, undertaking or arrangement between the Supplier and the principal/manufacturer in relation to the Products and that a fully operational Service Center for the Products exist within the Territory.
Supplier undertakes to ensure the continued validity of the above representations throughout the Term. Should any event occur, or circumstances arises rendering the above representation incorrect or invalid, the Supplier shall forthwith inform the Company.
The Company any terminate the agreement forthwith should any of the above representation become invalid at any time.
1. SUPPLY AND QUALITY
The Supplier shall supply the Products to the “End User” on the dates and at the times stipulated by the Company.
The Supplier shall ensure that the variety, quantity, quality, specifications, and the performance standard of the Products are as stipulated by each online store.
The Supplier shall not supply any Falsified Goods or Defective Goods.
The Supplier and the online Store shall appoint a representative who will be responsible for the delivery, receipt and checking of the Products on their behalf.
Supplier will make suitable arrangements for sampling of the Products.
2. PRODUCTS, PRICES AND SPECIAL TERMS
Subject to Clause 3.6, the list of the Products and the unit prices at which these shall be supplied to the Company shall be as shown in the Local Purchase Order.
The price of the Products indicate in the Local Purchase Order shall remain fixed for the Term and shall not be subject to revision except to reflect any changes in statutory levies like sale tax, or custom duty, and only after and according to mutual written agreement of the Parties in advance. The prices indicated in the Price List shall apply regardless of the quantities ordered, except where a minimum order quantity is herein specified. The supplier shall give the Company at least sixty (60) days’ written notice[MK8] in advance of any price revisions.
The prices in Local Purchase order are all inclusive and shall be deemed to include without exception all charges, levies, transportation, delivery costs, and all other expenses incurred in order to supply the Products in accordance with the Agreement.
Except in the case of special promotions, the lowest price in the Company’s database shall be the prices at which the Supplier shall supply the Products to all online stores operated or managed.
3. ORDERS, DELIVERY & INVOICING
Unless otherwise stated in the Agreement, the Company makes no commitment as to any minimum order quantity for any Products by any online store. Each sale and purchase transaction with respect to the Products shall be initiated by the placement of a LOCAL PURCHASE ORDER by the Company on the Supplier specifying the detail of the Products, quantities, and other requirements. Upon the issuance of Local Purchase Order, the same shall form and become an integral part of the Agreement. Any discrepancy in the Local Purchase Order must promptly upon discovery be notified to the online store for correction.
The Supplier will ensure that each Local Purchase Order receives careful attention and is executed strictly according to all the requirements contained therein.
The Supplier shall so arrange its sourcing and transportation schedule by the Company within 24 hrs and in continuous and sufficient supply of quantities and varieties of the Products as required by the “End User”.
Unless otherwise specified in the Local Purchase Order, all orders shall be fully executed and delivered within 24 hours agreed in the special terms and such time shall be deemed to be the essence of the Agreement.
Deliveries of the Products shall be made by the Supplier at the delivery point to the “End User” who shall after checking and approving the Products, accept delivery and acknowledge receipt thereof by signing and returning a Goods Received Note to the Supplier’s Representative. Each delivery of the Products shall be accompanied by an invoice.
“End User” will issue the Signed Copy of the Delivery Note which should be issued at the time of acceptance of delivery of the Products by the “End User”. A Signed Copy of the Delivery Note alone constitutes the final invoice for the purpose of payment for the accepted Products. Reference in the Signed Copy of Delivery Note to sales invoice is meant only for control and cross reference. The driver of the vehicle will be considered the Supplier’s representative/employee and his signature on the Delivery document on the supply side will be deemed acceptance of the correctness of content thereof. Any amendment in the Delivery Note, the sales invoice as amended by the representative at the receiving station and signed by the driver of the vehicle as the Supplier’s representative, shall, for all purposes, be deemed to be part of the Sale Invoice.
Notwithstanding issuance of the Local Purchase Order, the Supplier will pay extra charges for the addition and amendment in the sale Invoices which will be notified to the Company and additional Fees will be charged to the Supplier[MK9][MK10] .
Failure to supply the Products in accordance with the provisions of the Agreement resulting in stock out at the Company’s App for a period of twenty-one (21) days will entitle the Company to immediately remove the Products from the Online App and give the Company the right to no longer making purchases form the Supplier.
The Company’s Head office shall pay to the Supplier the price of the Products supplied and accepted as per Agreement Terms.
The Supplier shall submit a monthly statement of account for the Products delivered during the month. The account statement shall link all Local Purchase Order with the corresponding invoices.
The Company’s Head officeshall settle the amount payable in accordance with the Special Terms. If the Company disputes the amount appearing in any invoice, its Head office shall settle the undisputed portion of such invoice and the Parties shall endeavor to resolve such dispute amicably and without undue delay.
All payment shall be in Qatari riyal and paid at the Head office level[MK11] .
Cheque: – 50% advance and balance 50%:
Payment will be done 50% in advance through Cheque and the remaining will be paid after the Delivery of Products to the End User. This method will only be applicable to the Bulk Qty Order. Amount Higher than 5000/- QAR.
Cash/ Card Payment will be acceptable on the Delivery of Products to the “End User”.
Bank transfer/ Online Transfer by Credit Card
Bank Transfer and credit Card will also be applicable / accepted by the “End User”. According to the Agreement, it will be paid to the Supplier after 15 Days of the delivery of Products by the Supplier
5. PACKING, LABELING & MERCHANDISING SUPPPORT
Supplier shall ensure that the Products are properly bar-coded, labeled and marked for the particular use and adequately packed for the means of transportation by which they are to be delivered at the Delivery point. Failure to barcode any Products will attract delisting of Products.
Each of the Products shall carry a label in Arabic (and in English, wherever required by any law, custom or usage) showing the name and description of the Products, its uses, trade identification, the name address of the manufacturer, details of its contents, features, model, type, important instruction, and the country of its origin. The Products shall also be supplied with an instructions or operations manual, booklet and pamphlet. The label, manual, booklet, or pamphlet shall not contain any false, incorrect, or misleading particulars or claims.
The packing and labeling of the Products shall meet all specifications or requirements imposed by any municipal or governmental authorities in the country of its origin as well as in the Territory.
6. DEFECTIVE GOODS
As used herein, “Defective Goods” shall mean and include any Products and goods or any parts or component thereof which are or have been
Faulty, defective, deficient, damaged, date-expired, or incomplete in any respect or suffer from any short coming or imperfection; or
Unfit for the particular purpose for which they are sold or used or do not perform the function for which they are intended or do not meet the claim made in respect of performance or utility; or
Unfit for use or consumption, date-expired or not in conformity with any requirements hereunder or of any law, order, rule, regulation, decree, decision concerning the contents, ingredients, manufacture, technical specifications or requirements or any stipulation relating to its distribution, transportation, storage, or sale imposed by any municipal or other governmental authority on the country of the Product’s origin or in the Territory; or
Dangerous, unsafe or cause physical harm or injury to the consumers or users or damage to property; or
Deficient as to standard specification, other requirements prescribed by the Company , ordered quantity or of poor quality or badly or improperly preserved or packed.
7. FALSIFIED GOODS
As use herein, “Falsified Goods” shall mean and include any Products or goods:
Whose serial, model or identification numbers, labels, or the other trade identification symbols or any Products’ features, parts or components or packing or any writings thereon are or have been unauthorized removed, altered, substituted or in any manner modified or otherwise tempered with; or
Which infringe any patents, design, utility model, copyright, trademark, or any other rights of any third party; or
Which are or have been designed, manufactured, marketed, promoted, advertised, distributed, transported, stored, displayed, labeled, sold or otherwise dealt with in violation or contravention of any third party’s rights, law, rule, regulation, ministerial decision, decree or judicial order for the time being in force in the Territory; or
Which are otherwise counterfeit, non-genuine or cause or intended to cause deception or confusion as to their use, source or trade identity or manufacturer.
8. REJECTION OF PRODUCTS
On the happening of any cause for rejection of any Products as described below, the Company may at its option reject all or any of the Products and purchase the same from an alternative supplier or require the Supplier either to replace the rejected Products with new Products or supply other Products of equivalent value in accordance with specified requirements. It is clearly understood and agreed that the exercise of the option as aforesaid and acceptance of any Products thereof shall not bar the Company from also enforcing any of its others right hereunder.
Any one or more of the following shall be cause for rejection of the Products whether or not the Company has paid the Supplier for the Products:
The Products are, on delivery or subsequently, found to be Falsified Goods or Defective Goods, or are otherwise unacceptable to the Company or
The Products or any of them are returned by the Company’s customers by reason of the Products being Falsified Goods or Defective Goods; or
The Supplier fails within the prescribed time to supply, replace, or substitute the Products in accordance with all requirements specified by the Company.
9. REJECTION COSTS
Should the Company exercise any of the option detailed in clause 8 above, the Supplier shall bear all costs and expenses incurred in connection with:
The difference in the price of the Products charged to the “End User” by the alternative supplier referred to above and the price of the Products calculate according to the price List; and
The replacement cost or substitution cost of the Products including their transportation to and delivery at the Delivery Point.
10. DEDUCTION OF REJECTION COSTS
The Company’s Head office shall be entitled to deduct all rejection costs from any amounts due and payable to the Supplier without following any specific procedure. The price of the unpaid rejected Products that are either replaced or substituted shall be paid to the Supplier in the month following the month in which such replaced or substituted Products are, delivered, and accepted by the “End User”. Any payment already received by the Supplier for any of the rejected Products shall be held by the Supplier in credit till such time that the replaced or substituted Products are delivered to or accepted by the Company. Where the online store opts not to seek replacements or substitution, such amount lying in credit shall be returned to the Customer by the Supplier forthwith upon demand by the Client without any demur, deductions or set-off.
11. PROMOTION, ADVERTISING, TRAINING AND MERCHANDISING SUPPORT
The Parties shall use all efforts to promote, advertise, distribute, and sell the Products to fully exploit the market potential for the Products at the online store.
The Supplier shall provide the necessary literature and samples on a free-of-cost basis to promote the Products at the Online App and shall from time to time make available on a free of cost basis, advice and written materials concerning techniques for the sale of the Products including new developments and improvement in promotion, inventory control and merchandising.
All promotional and marketing activities (Including without limitation seminars, advertising) shall be implemented by the Parties in accordance with agreed schedule. The Parties shall agree in advance the details of all such promotional and advertising plans and sharing of expenses thereof.
The Supplier shall provide such other advertising support as agreed in the Special Terms.
The Supplier agrees to provide all reasonable training assistance to the “End User” as and when required during the Term at costs and expenses to be equally shared by the Parties.
12. WARRANTY & SERVICING
The Supplier warrants that the Products conforms to the relevant published Products data and that they are covered by the manufacturer’s warranty which warranty is valid and subsisting.
The Supplier undertakes to support the eventual purchaser of the Products, from the Service Centre, repair and maintenance services and assist such purchasing in enforcing the warranties in relation to the Products.
The Supplier warrants that each of the Products supplied to the Company is and shall be free from latent defects and shall be of merchantable quality for the period stated on the Products.
13. LIABILITY & INDEMNITY
The Supplier agrees to indemnify, hold harmless and defend the Company and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from the Supplier’s acts or omission herein. The Supplier agrees that the Company shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Supplier’s expense.
The Agreement may be terminated immediately by one month’s prior written notice from either Party to the other Party if the other has failed to observe or perform any term, condition or provision of the Agreement on its part, provided that if such failure is remediable, the said notice shall operate as a notice to remedy the same within seven days, failing which it shall at the end of the said notice period, and operate to terminate the Agreement immediately.
The Agreement may be terminated immediately by the Company if the Supplier enters into liquidation or a receiver is appointed over it or any of its assets, or makes a composition with any of its creditors, or commences or has commenced against it bankruptcy or insolvency proceedings, or the equivalent.
15. SIGNIFICANT CHANGES
The Supplier understands and acknowledges that the Agreement is entered into with the Supplier by the Company in relianceon the good business reputation and ability of the Managers, directors, shareholders, and partner of the Supplier and the good manufacturing practices of the manufacturer of the Products.In the event of any alternation in the composition of the aforesaid persons or any change in the form of business or in the organizational structure of the Supplier, or any prejudicial change in the manufacturer’s practices in relations to the Products, the Company shall forthwith be informed by the Supplier.
16. CONSEQUENCES OF TERMINATION
The expiry or termination of the Agreement for any reason shall be without prejudice to any rights or obligations which may have occurred prior to the date thereof.
The Supplier shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Supplier’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations
18. FORCE MAJEURE
For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, or terrorist acts. Except as otherwise provided, a Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
19. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
All non-public, confidential or proprietary information of the Company, disclosed by the Company to the Supplier, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the Supplier shall promptly return all documents and other confidential materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Supplier at the time of disclosure, or (c) rightfully obtained by the Supplier on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Company.
21. GENERAL PROVISIONS
This Agreement may be amended only by the written consent of the Parties hereto. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The Parties will exercise utmost good faith in this Agreement. Except where otherwise provided, failure by the Company to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Company of any breach of, or of compliance with, any condition or provision of this Agreement by the Supplier shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument. The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the above-mentioned addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
For and on behalf of the Company Full Name: SHARIFA GHANEM Position: Owner E -mail : Tel: Fax: Signature & Company stamp
For and on behalf of the Supplier Full Name: xxxxxx Position: Owner E -mail : xxxxx@ xxx.com Tel : +974 xxxxxxxx Fax: Signature & Supplier stamp
[MK1]Only the word “Products” has been defined. It is best to stick to this word throughout the Agreement to avoid confusion and possible loopholes in the Agreement that may used against a Party.
[MK2]At the beginning of the Agreement, Bubbari has been substituted with the words “Company”
[MK3]This is a repetition, it has already been covered above.
[MK10]It was difficult to understand your intentions with this statement. I have however re-worder it to the best of my understanding.
[MK11]You should stipulate the currency. It is vague to state “of the Country”.
[MK12]Part 9.1.3 covers transportation from the Supplier.
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