- Commencement, Validity, Renewal
1.1 The date of the agreement’s execution shall be the commencement date and shall remain valid and binding for a period of one year initially. The agreement, however, can be renewed on mutually agreed terms. The renewal of an agreement ought to be expressed in a written form. Oral agreements shall not be considered binding by either of the two parties.
- Marketing Tools/Support, Products, Availability of products etc.
2.1 The Vendor will always keep informed the firm about the availability of the products in its inventory along with the detailed specifications, such as the size, colour, texture etc. as may be required about the products. Orders once placed on the firm by a customer shall have to be honoured by the vendor at all costs.
- Fee/Commissions etc
3.1 The firm shall not charge any fee for providing web space/display on its website per se. Be that as it may, for all such sales that are made/generated using the website, a commission shall be paid by the vendor to the firm.
The details of the commissions to be paid to the firm specified in Schedule A can be provided upon a request. The schedule, to be treated as part and parcel of the agreement, will be subject to alterations and fluctuations as novel products are added to it about which the involved party will be informed.
3.2 It is explicitly agreed upon by the parties herewith that the firm shall debit the amount of commission from the remittance to the vendor at the time of forwarding the order received from a customer.
3.3 The parties will endeavour to perform the reconciliation of accounts/orders every 30 days.
- Orders, Handling, Delivery etc.
4.1 Orders for the product shall be received using the website www.pk.qareeb.com, and shall then be forwarded to the vendor by the firm via email/Telephone/Fax/Courier.
4.2 The Vendor shall act upon the receipt of the order from the firm, and immediately make arrangements for the delivery of products to the firm/ customer as early as possible. The dispatch shall under all circumstances be made within 1-2 working days of the receipt of the order.
In case the vendor fails to dispatch the product within the aforesaid time despite receiving the payment, it has to return the amount back to the firm forthwith. No delay in returning the amount is permissible, and any delay caused shall be considered as a breach of the agreement, and can be one of the causes for the termination of the agreement. The vendor shall provide to the firm the consignment number, details of the courier/shipment agency, immediately followed by the proof of delivery.
4.3 The Vendor shall ensure that the products dispatched are of the specifications ordered, and that there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the vendor to the customer.
4.4 For any defective products sent to a customer by the firm, the latter shall be responsible and not hold the firm accountable.
4.5 The Vendor will be liable to replace the defective products. Any charges incurred by the firm for lifting and forwarding such defective goods shall be tended to by the vendor. To help avoid doubts, it is clarified that ‘defective’ would mean and include, but shall not be limited to, wrong and damaged products, incorrect sizes, and any other shortcoming which the customer may point out. The vendor hereby authorises the firm to entertain all claims of return of any product in the mutual interest of the vendor as well as the customer.
- Covenants of the Vendor
The conditions that the vendor hereby covenants with the firm are as under:
5.1 Delivering the required products inclusive of the quantity and quality mentioned in the order, and ensuring that wrong and unasked-for items are not delivered to any customer. Furthermore, the vendor shall maintain adequate stock of the items at all times. In case the vendor is running out of supplies or is likely not to fulfil the order received by the firm, it shall report to the firm at least 1-2 days in advance so that the notice of OUT OF STOCK for the unavailable products can be placed on the website.
5.2 To stay away from dealing in a thing/product/good/service that is either banned or prohibited by law, or violates the intellectual property right of the party(ies) involved.
5.3 The vendor declares that it has all the rights and authorisations in respect of the intellectual property rights of the third parties, and also that it is authorised to sale/provide/license products to the customer. The copy of any such authorisation shall be provided on demand without failure and/or protest.
5.4 The vendor agrees to indemnify and keep indemnified the firm from all claims/losses, such as the advocate fee for defending/prosecuting any case that may arise against the Firm due to acts/omissions on the part of the vendor.
5.5 To provide the firm, for the purpose of the creation/display on the latter’s website, the product description, images, disclaimer, delivery time, price, and such other details for the products on offer.
5.6 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to the public policy, prohibited by law or morality or is in violation of the intellectual property rights, including, but not limited to, the trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description. Furthermore, it will forward the description and image only for the product which is offered for sale through the firm’s website. The vendor agrees that in case there is any violation of this covenant, it shall pave the path for all actions necessary to prevent any disrepute being caused to the firm.
5.7 To provide full, correct, and accurate description of the product so as to enable the customers to make an informed decision. The vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.
5.8 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through the firm’s portal.
5.9 Have access to the internet/telephone, frequenting its email account to check the status of the approved orders and ensure prompt deliveries within the time frame mentioned in the agreement.
5.10 Provide information about an order’s status on a daily basis.
5.11 To raise an invoice as well as a receipt of payment in the name of the firm/customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by the latter.
5.12 Not to offer any products for sale on the online store which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under law.
5.13 To provide satisfactory proof about the ownership/licenses of all the legal rights in the products that are offered for sale on the online store as and when demanded by the firm.
5.14 To pass on the legal title, rights, and ownership in the products sold.
5.15 To be responsible for any dispute that may be raised by the customer relating to the goods, merchandise, and services provided by the vendor.
5.16 The vendor shall, so long as the agreement is intact, endeavour to protect and promote the interests of the firm and to ensure that the third parties’ rights, including their intellectual property rights, are not infringed
5.17 The vendor shall at all times be responsible for the compliance of all applicable laws and regulations, including, but not limited to, the 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.
- Warranties, Representations and Undertakings of the Vendor
The vendor warrants and represents that:
6.1 The signatory to the present agreement is having the right and full authority to enter into this agreement with the firm, and the agreement so executed is binding in nature.
6.2 All obligations narrated under this agreement are legal, valid, binding, and enforceable in law against the vendor.
6.3 There are no proceedings pending against the vendor which may have a material adverse effect on its ability to perform and meet the obligations under this agreement.
6.4 It is an authorised business establishment and holds all the requisite permissions, authorities, approvals, and sanctions to conduct its business and to enter into the present agreement with the firm.
6.5 It shall at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement, including but not limited to, the 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. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards the statutory authorities.
6.6 That it has adequate rights under the relevant laws, including, but not limited to, the various Intellectual Property Legislation(s) to enter into this agreement with the firm and perform the obligations contained herein, and that it has not violated/infringed any intellectual property rights of a third party.
6.7 It shall maintain details of all transactions and mark as complete/ incomplete as the case may be and shall provide the same to the firm upon demand.
- Rights of the Firm:
7.1 The vendor agrees and acknowledges that the firm 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 it in case the said text, image, graphic is found to be in violation of law, breaches any of the terms of this agreement, terms, and conditions of the firm’s website. In such an event, the firm reserves the right to forthwith remove/close the online store of the vendor without any prior intimation or liability to it.
7.3 At any time if the firm believes that the services are being utilised by the vendor in contravention of the terms and provisions of this agreement, and the terms and conditions of the use the of E-commerce website, the firm 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/remove/block/close the online store of the vendor and furnish such details about it upon a request received from the legal/ statutory authorities or under a court order.
8.1 The vendor indemnifies and shall hold indemnified the firm, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings, and so forth 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 a third party or of law, concerning quality, quantity, and any claim in relation to the vendor’s products, the breach of any of the vendor’s warranties, representations, or undertakings or in relation to the non-fulfilment of any of its obligations under this agreement or arising out of the vendor’s infringing any applicable laws, regulations including, but not limited to, the 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.
8.2 This article shall survive the termination or expiration of this agreement.
- Limitation of Liability
9.1 The firm on the basis of representation by the vendor is marketing its products on the shopping portal pk.qareeb.com to enable the vendor to offer its products for sale through the said online shopping portal. This representation is to be considered the essence of the contract. It is expressly agreed by the vendor that the firm shall under no circumstances be liable or responsible for any loss, injury or damage to the vendor, customer, or any other party, arising on account of any transaction under this agreement, or as a result of the products being in any way damaged, defective, in an unfit condition, infringing/violating any laws/regulations/ intellectual property rights of the third party. The vendor agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the products offered for sale through the online shopping portal, including, but not limited to, the quality, quantity, price, merchantability, use for a particular purpose, or any other related claim, and shall hold the firm harmless and indemnified against all such claims and damages. Further, the firm shall not be liable for any claims, damages arising out of any negligence, misconduct, or misrepresentation by the vendor or any of its representatives.
However, the firm will provide support in any case on their own directions and conditions.
9.2 The Firm under no circumstances will be liable to the vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special, or exemplary damages arising from the subject matter of this agreement, regardless of the type of claim, and even if the vendor has been advised of the possibility of such damages, such as, but not limited to, the loss of revenue or anticipated profits, or loss in business, unless any such loss or damage is proven by the vendor to have been deliberately caused by the firm.
- Termination and its Effects
10.1 This Agreement may be terminated by the firm forthwith if:
10.1.1 The vendor fails to make payment of the sum demanded after it has been served a 48-hour written notice;
10.1.2 The vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement, and if the same is not cured within 30 days after a written notice given by the firm.
10.1.3 If a petition for insolvency is filed against the vendor.
10.1.4 If the vendor is in infringement of the third party’s rights including the latter’s intellectual property rights.
10.2. This agreement may be terminated without reason by either of the two parties after serving upon the other a written notice valid for 30 days. The agreement shall stand terminated after the expiry of this period.
10.3 The agreement signed can be terminated on account of the conditions provided below:
10.3.1 In the event of the termination/expiry of this agreement, the firm shall remove the links and shall discontinue the display of the products on the online shopping portal with immediate effect.
10.3.2 Firm shall not be liable for any loss or damages, direct, indirect, or inconsequential, incurred by the vendor by virtue of the termination of this agreement.
10.3.3 During the period under notice, both the parties shall be bound to perform their respective obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
- Jurisdiction, Governing Law, and Ex Parte Orders
11.1 This agreement is subject to the exclusive jurisdiction of the competent courts of law in Pakistan
11.2 The laws of the Islamic Republic of Pakistan, as are in force, shall be applicable to the present agreement.
12.1 Both of the parties can serve notices and other requisite communication under this agreement written in the English language, and shall be caused to be delivered by hand or sent by fax, email, or courier in each case to the addresses as set out at the beginning of this agreement.
- Intellectual Property Rights
13.1 The vendor expressly authorises the firm to use its trademarks/copyrights/designs/logos, and any other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the firm may deem necessary. It is expressly agreed and clarified that, except as agreed upon in this agreement, each party shall retain all the 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
14.1 This embodies that the entire agreement and understanding of the parties involved, and supersedes all prior and contemporaneous agreements, correspondence, arrangements, and understandings, whether written or oral, between the parties with respect to its subject matter.
15.1 Neither this agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractible, or conveyable by the vendor, either by operation of law or otherwise, without the express, prior, written consent of the firm signed by an authorised representative of the latter. The firm is at liberty to refuse any such consent.
16.1 The contents of the agreement and any information passed on by the firm to the vendor is highly confidential in nature, and the vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated, or made available to it under this agreement. The said information shall not be used by the vendor or its agents, servants, representatives, or any other person acting through or claiming through it for any purpose other than for the performance of its obligations under this agreement. The vendor agrees that the unauthorised disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain.
Accordingly, the vendor also agrees that the firm shall have the right to obtain an immediate injunction from any court of law in case there is any breach of this agreement and/or disclosure of the confidential information on the vendor’s part. The firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
- Relationship of Parties
17.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency, or employment between the parties. The firm shall not be responsible for the acts or omissions of the vendor who doesn’t not represent the firm, nor has any power or authority to speak for, represent, bind, or assume any obligation on behalf of the firm.
- Waiver and Amendment
18.1 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.
18.2 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 authorised representative of each of the Parties.
- Force Majeure
19.1 Neither of the two parties shall be responsible or liable for any delay or failure to perform its obligations, other than the obligation of making the payments, under this agreement due to unforeseen circumstances or any event which is beyond any party's reasonable control and without its fault or negligence, including, 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.
- Two Originals
20.1 This agreement may be executed in two counterparts, one to remain with each party and each of which shall be deemed an original, and which shall together constitute one agreement.