This Supply Agreement (this “Agreement) is made as of the date signed under the signature page of this Agreement (“Effective Date”) BY AND BETWEEN:
NEDINA E-commerce Market Place, having its registered address located at Marriott City Tower, Floor 18th, Doha, State of Qatar, PO Box 8801, which expression shall, unless repugnant to the context or meaning thereof include and be deemed to include its nominees, successors, and assigns (hereinafter referred to as “NEDINA”) AND SUPPLIER.
The legal entity whose details are included under the signature page of this Agreement, which expression shall, unless repugnant to the context or meaning thereof include and be deemed to include its nominees successors and assigns (hereinafter referred as “Supplier”).
Both NEDINA and the Supplier shall hereinafter be collectively referred to as “Parties” and individually as “Party”.
- NEDINA is in the business of distributing the products of the supplier online through marketing and promotion of products using eCommerce channels.
- Supplier is engaged in the business of manufacturing, supplying, marketing and distribution of the goods and products (the “Products”)
- Pursuant to the representation made by the Supplier under this Agreement, NEDINA is desirous of conducting
business with the Supplier for the supply of the Products pursuant to the terms and the conditions of this
Agreement and all Appendixes are attached thereto and made an integral part thereof.
NOW THEREFORE, in consideration of the mutual covenants and premises herein set-forth, the parties hereby agree as follows:
SUPPLY OF PRODUCTS
- During the term of this agreement, Supplier shall supply the Products in accordance with the transaction detail (the “Transaction Detail”) issued by NEDINA. The transaction detail shall reflect all the details of the online order placed by the end customer on the NEDINA eCommerce Platform.
- In the event the Products supplied under this Agreement: (i) are not in conformity with this agreement or the Transaction Detail, or (ii) if NEDINA the end customer discovers any deficiency in the Products; NEDINA end customer (as the case may be) shall notify the same to the Supplier in writing and supplier shall arrange to collect such Products at the date and time agreed with NEDINA the end customer as the case may be. A credit note shall be issued by the supplier directly in favor of the customer and the refund effected immediately, the refund shall be performed using the original payment method.
- NEDINA shall reserve the right to verify and determine whether the Products supplied are in accordance with the Transaction details. In the event NEDINA determines that the Products supplied are in a damaged condition, or not in accordance with the transaction details or in the sole determination of NEDINA are counterfeit or not 100% genuine, the Products shall be returned to Supplier. In the event of a sale concluded, a credit note shall be issued by the supplier directly in favor of the customer and the refund effected immediately. The refund shall be performed using the original payment method.
- Supplier shall be solely liable to indemnify the end customer and NEDINA for any claims arising because of quality issues which includes but not limited to brand mismatch, counterfeit products, damages, time expired products etc. The claims shall include any fine or levy imposed by any governmental authority or agency in such case shall be. Notwithstanding the above, NEDINA reserve the right to take appropriate legal actions against the Supplier and report such counterfeit Products to law enforcement authorities without any notice or intimation to the Supplier.
- The supplier shall be solely responsible for ensuring the quality and genuineness of the products supplied to the end customers.
- NEDINA shall reserve the right to cancel and/or modify any Transaction detail or part thereof, without any compensation to the Supplier.
- Products should carry their respective warranty and/or ancillary services, as applicable.
- NEDINA shall provide after sales service for the Products and Supplier expressly agree to provide such after sales service wherever the same is requested by NEDINA or the end customer as per the transaction detail
- At the request of NEDINA, Supplier shall provide a detailed written statement including: i) the Products supplied under the Agreement ii) the amount of Prices paid, iii) the credit/debit note(s) issued, during a certain period of time as specified under the request.
- Supplier shall ensure that packaging shall be sufficient to protect the Products from external factors to have no adverse effect on the quality. Supplier shall properly pack, identify and transport the Products in accordance with the requirements of involved carriers, in a manner to secure maximum safety.
- Supplier agrees to comply with NEDINA’s instructions with respect to packing of the Products if NEDINA so requires. The Supplier acknowledges and agrees that packing of the Products is an integral part of this Agreement and the same shall be subject to all general standards and requirements of the laws applicable to the Products as such./li>
- NEDINA reserves the right to change any specified packaging method under this Agreement or any transaction details. However, NEDINA shall notify the Supplier seven (7) days in advance if any need arises for changing the packaging method.
- Supplier hereby gives rights to NEDINA, if so NEDINA desires, to repack the Products on its own or through third party to make the Product suitable for shipping and transportation purpose.
- Supplier shall be responsible for delivery of the Products according to the provisions of this Agreement and/or as per the specifications provided in the transaction detail communicated through the order management system, including but not limited to, timely delivery in line with the delivery schedule, allocated delivery time slots etc.
- Supplier shall comply with all safety and security requirements and standards while delivering the Products.
- Delivery of the Products shall be in accordance with the delivery details.
- The title of ownership to the Products shall pass to the end customer at the time of delivery without prejudice to any right of rejection which NEDINA or customer may have under this agreement.
- Supplier shall be solely responsible for the delivery of the Products to the end customer.
- Supplier shall be solely responsible for procuring the relevant regulatory approvals, permits, Products registration requirements, and other compliances necessary for selling the Products under this agreement.
- Supplier agrees and acknowledges that time is the essence of this Agreement; without prejudice to Supplier’s continuing obligation under this Agreement, in particular to delivering the Products, in due time in accordance with the delivery dates as stated in the relevant transaction detail. Supplier shall notify NEDINA store customer of any delays anticipated in delivery immediately, but at least before the agreed delivery date. Supplier shall be solely responsible for any claims arising on account of supplier’s inability to meet the delivery deadline. Any delay in delivery of the Products, other than in case of delay due to occurrence of a Force Majeure shall constitute a breach under this Agreement.
- Supplier shall further provide the following information in writing to NEDINA and the end customer:
- the estimated period of each delay and the reasons thereof;
- the actions that will be taken by Supplier to avoid or overcome such delay; and
- the date by which Supplier expects to complete performance or make delivery of the Products.
PRICE, INVOICING AND PAYMENTS
- In consideration of supplying the Products under this Agreement, Supplier shall be entitled to the price as specified under any applicable Transaction detail (“the Price”).
- Price list of the Products as agreed between the supplier and NEDINA shall not be changed without the prior written consent of NEDINA.
- NEDINA shall intimate and seek the supplier’s approval in the event it wishes to offer any promotional schemes or marketing actions that could potentially alter the price.
- Unless stated otherwise, Prices mentioned in the transaction detail shall be inclusive of all fees, direct and indirect taxes, applicable now or after the effective date, and/or charges and shall include all charges or costs associated with preparation for shipment and crating.
- Supplier shall along with delivery of Products, issue invoices (customer invoice generated by NEDINA), Copy of transaction details and delivery note about the supply of the Products to the end customer. Such invoices shall contain the designation, reference (part number) and quantity of the Products delivered: the relevant transaction detail and item number, Prices and their relevant breakdown, the names and addresses of the Parties, the delivery note number, any reference to any discount, if and when applicable and any specific terms or conditions as may be required. In the event there is any contradiction between the terms and conditions of this Agreement and the terms and conditions stated on the invoice, the terms and conditions stated in this Agreement shall prevail.
SETTLEMENT BETWEEN SUPPLIER AND NEDINA
- Both parties agree that the invoice raised (net of any credit or debit notes) on end customer shall be the basis for settlement between both parties.
- NEDINA shall raise a fortnightly invoice on the supplier accounting for the net sales effected during the
period of invoice. The billable amount shall be calculated as follows:
- Net sales for each category multiplied by the applicable category commission as per this agreement.
NEDINA’s invoices are payable within 30 days of receipt of the invoice.
- Net sales for each category multiplied by the applicable category commission as per this agreement.
- Settlement of collections from online sales and NEDINA category commission shall be dealt with as follows:
- Card payments collected by NEDINA on behalf of the supplier shall be settled on a fortnightly basis. The settlement of card payment arising from sales during the period shall be net off category commission payable to NEDINA on those sales.
- Cash on delivery collected by the supplier arising from sales during the period will remain with the supplier.
- Parties agree that they shall endeavor to settle the dispute relating to the invoice within a period of thirty (30) calendar days from the date of receipt of the aforesaid notice of dispute. If Parties fail to settle the disputed amount within the aforesaid period, the disputed amount shall be settled between the Parties in accordance with the procedure provided in this Agreement. It is hereby agreed by the Supplier that pending the settlement of any dispute, Supplier shall continue to honor the transaction details placed by end customer on the platform.
INTELLECTUAL PROPERTY RIGHTS
Parties acknowledge, agree and undertake that neither Party shall have any right to use the trademarks. service marks, trade names or any other intellectual property rights of any Party in any mode or manner without the prior written consent of the other Party.
- Each Party agrees that it shall use the Confidential Information (as defined below) of the disclosing Party i) only in relation to the Agreement, ii) not to disclose any such Confidential Information or any part thereof to a person outside the receiving Party's business organization for any purposes unless expressly authorized by the disclosing Party, ii!) to limit dissemination of such Confidential Information to persons within the receiving Party's business organization who are directly involved in the performance of this Agreement and have a need to know and use such Confidential Information, and iv) to safeguard the Confidential Information to the same extent that it safeguards its own confidential materials or data.
- The receiving Party of any Confidential Information shall immediately upon becoming aware of any unauthorized disclosure, give notice to the disclosing Party of such unauthorized disclosure, misuse, theft or other loss of Confidential Information, whether inadvertently or otherwise.
- The Parties obligations under this Clause shall extend to the non-publicizing of any dispute arising out of this Agreement.
- Confidential Information shall mean any proprietary information of a disclosing Party, including but not limited to commercial, technical and artistic information relating to such Party’s establishment, business, operation, maintenance, marketing and promoting of its own services and products, programming techniques, experimental work, customers, clients, vendors, developments, inventions, technology etc. Confidential Information will include all information (whether available in written, oral or machine-readable form) relating to the business or affairs of the Party, including (without limitation) information relating to existing or future systems, software, hardware, products and services, and those in development, and accompanying marketing plans, details of employees and business strategies, etc.
- At no expense to NEDINA, Supplier shall defend, indemnify and hold harmless NEDINA, and their respective successors, assigns, customers, officers, directors and employees (collectively, “Indemnitees”) from damage, loss, liability, costs and expenses of any kind (including reasonable attorney’s fees) (collectively, “Loss”) relating to or arising out of any third party claim or threatened claim that any Product, or any portion thereof, or the use thereof, infringes or violates or allegedly infringes or violates any intellectual property right whether owned, registered, or in the process of registration in any country or jurisdiction.
- Supplier shall at all times defend, hold harmless, indemnify and keep the Indemnitees fully indemnified against any and all Losses suits, claims, disputes or such differences that are brought against the Indemnitees by any third party, on account of breach or threatened breach by the Supplier of any of the terms and conditions contained in this Agreement or any applicable law or regulation.
- Supplier shall always defend, hold harmless, indemnify and keep the Indemnitees fully indemnified against any and all Losses suits, claims, disputes or such differences that are brought against the Indemnitees by any end customers, on account of brand mismatch, counterfeit products, damages, time expired products etc. supplied by the Supplier under this Agreement.
- Supplier shall defend, indemnify and hold harmless the Indemnities from Loss arising from injury to persons or property caused by the fault or negligence of the Supplier or any Product supplied under this Agreement.
LIMITATION OF LIABILITY
Notwithstanding anything to the contrary elsewhere contained in this Agreement, neither Party shall, in any event, regardless of the form of claim, be liable for any indirect, special, punitive, exemplary, speculative or consequential damages, including, but not limited to, any loss of profit, irrespective of whether it had a notice of the possibility of any such damages.
TERM AND TERMINATION
- This Agreement shall remain effective from the Effective Date until termination as provided under this Clause.
- Either Party may terminate this Agreement upon written notice to the other Party in the event that: (a) the other Party commits a material breach of the Agreement and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within thirty (30) days after receipt of notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditor’ rights or otherwise ceases to conduct business in the normal course.
- NEDINA may terminate this Agreement without cause at any time by providing a thirty (30) days written notice to Supplier.
RIGHTS AND OBLIGATIONS UPON TERMINATION
- Any provision of the Agreement that contemplates performance or observance after termination or expiration of the Agreement shall survive termination or expiration of the Agreement and continue in full force and effect, including the following: Confidentiality (Clause VIII), Representations and Warranties (Clause XII). Indemnity (Clause II}, Limitation of Liability (Clause 1X), Governing law & Dispute Resolution (Clause XIV), Miscellaneous (Clause XV).
- Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained hereinabove, shall not limit or otherwise affect any other remedy (including a claim for damages) which NEDINA may have arising out of the event which gave rise to the right of termination.
- If this Agreement is terminated in its entirety or with respect to the Product, the Supplier, at the request of NEDINA, shall complete any pending Purchase Order already placed by NEDINA at the time of termination of the Agreement against assurance of payment by NEDINA.
REPRESENTATION AND WARRANTIES
- Each of the Parties hereby represents and warrants that:
- It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions to do so;
- It is not in violation of any contract, law, regulation, order or decree or that it is hindered or obstructed in any manner by any contract, law, regulation, order or decree in effectively performing its obligations under the terms and conditions of this Agreement;
- This Agreement is a valid and binding obligation, enforceable against it in accordance with its terms.
- It will perform its obligations under this Agreement in compliance with all applicable laws, necessary for the performance of its obligations hereunder; and
- It will provide such cooperation as reasonably necessary to give full effect to the provisions of this Agreement.
- The Supplier further represents, warrants and covenants as follows:
- Supplier has an absolute right to sell the Products through offline and online modes of distribution channel and there is no prohibition on the Supplier in this regard;
- Supplier has necessary authorization and permission from the manufacturer of the Products and the competent authorities to allow third parties to sell the Products through any distribution channel:
- Products are in a merchantable condition and such Products conform to the quality standards prescribed by any applicable law or regulation;
- Any information provided by Supplier related to the Products such as quality, purpose, user’s guide and operating instructions, descriptions, accompanying certificates or any other papers for the Products are correct, not misleading and complete in all material respects and NEDINA or shall have the unconditional right to use user's guide, operating instructions, descriptions and other papers / images for redistribution.
- Supplier hereby provides NEDINA or with the applicable Product warranty, in a manner acceptable to NEDINA; and
- All the Products supplied are 100% genuine, unused and non-refurbished and have no defect/s of any kind./li>
- Each of the Parties hereby represents and warrants that:
FORCE MAJEURE EVENT
If and to the extent that a Party’s performance of any of its obligations under this Agreement ts prevented, hindered or delayed by reason of fire, flood, earthquake, explosion or other casualty or accident or act of God, war or other violence, or any applicable law. order proclamation, regulation, ordinance. demand or requirement of any governmental or regulatory authority and such non-performance, hindrance or delay could not have been prevented by reasonable foresight or precautions (including proper planning and execution of the disaster recovery or business continuity plan) or circumvented through the use of alternate sources, work-around plans or other means, (in each case, a “Force Majeure Event’), then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations to the extent that they are affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its commercially reasonable efforts to re- commence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate this Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed and construed in accordance with the laws of the State of Qatar. Any dispute arising out or in connection with this Agreement shall be settled by the competent courts in, State of Qatar.
- ENTIRE AGREEMENT
This Agreement, including the Annexes attached hereto, shall constitute the entire Agreement between the Parties hereto relating to the subject matter thereof, and there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. Except where the Agreement expressly states otherwise, any inconsistency between the terms of the Annexes and those specified under the Agreement, the terms under the Annexes shall prevail.
The failure of any Party to enforce any term or provision hereof shall not be construed to be waiver of such term or provision and shall in no way affect the right of such Party thereafter to enforce such term or provision or any term or provision hereof.
No modification, amendment or waiver of the terms and conditions of this Agreement shall be valid or binding unless made in writing and duly executed by the Parties.
- STATUS OF THE PARTIES
Nothing contained in this Agreement shall be deemed to constitute a joint venture, partnership, or agency relationship between NEDINA and Supplier. The Parties hereto shall not represent as an agent of each other under any circumstances and at any place and at any point of time and shall fulfil their obligations strictly in terms of this Agreement as between two independent contractors in commercial transactions and none of the terms and conditions of this Agreement or their context shall be interpreted otherwise. For the avoidance of doubt, nothing in this Agreement shall prevent NEDINA from entering into a similar supply agreement with any other supplier for supplying products similar or identical to the Products under this Agreement.
Supplier shall not in any manner whatsoever transfer or otherwise assign this Agreement or any of Supplier’s rights or obligations hereunder without the prior written consent of NEDINA, which shall not be unreasonably withheld. Subject to the provisions of Clause VI, NEDINA may assign this Agreement in whole or in part to any of without any prior consent of Supplier.
- DISCLOSURE OF INFORMATION
Supplier acknowledges, agrees and undertakes that Supplier's data and information may be used, stored and processed on any applications and systems used by NEDINA or and which may be owned by or licensed to NEDINA by a third party. Accordingly, Supplier hereby explicitly consents to any such access, usage, storage and processing by third party pursuant to this Clause.
All notices, requests for written approval and other communication provided for in this Agreement shall be submitted in writing and transmitted by registered post, prepaid registered airmail. courier service or facsimile transmission at the address of the Parties as given under the Agreement. Either Party may, inform the other Party in case of any address change.
If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be enforced to the maximum extent possible and the remaining provisions shall remain in full force and effect.
- ENTIRE AGREEMENT
List of Appendixes:
- Appendix I - Category commission