1.INTRODUCTION

1.1.The terms and conditions of purchase and sale set out herein (Terms and Conditions) shall

apply to all contracts for the procurement and supply of goods (the Goods) and services

(the Services) by the Vendor to Chawkbazar.com.bd, its subsidiaries and any company in

the NAKNCO (the Company), where the contract has arisen from a purchase

order (Purchase Order) issued by the Company and accepted by the Vendor, including

any such Purchase Order issued by the Company in response to a quotation from the Vendor.

1.2. This Agreement shall apply between the Vendor and the Chawkbazar.com.bd subsidiary issuing the

Purchase Order.

1.3. The Company and the Vendor shall collectively be referred to as the Parties and Party

shall refer to any one of them.

  1. WHOLE AGREEMENT

2.1.The agreement between the Parties comprises of (a) these Terms and Conditions and (b) the

provisions of any Purchase Order and (c) the vendor application form (“Vendor Application

Form”) completed by the Vendor in connection with its supply of Goods and/or Services to

the Company (collectively “the Agreement”).

2.2. The Agreement is the sole record of the agreement between the Parties and may only be

varied or waived in a written, signed document between the Company and the

Vendor. Where however the Parties have concluded and signed a principal contract, the

terms as contained in such contract shall take precedence over these Terms and Conditions.

2.3. The Vendor standard terms and conditions and/or those contained in the Supplier’s credit

application, not with standing their reference to or inclusion in any quotation, order, invoice,

otherwise, shall not be binding on the Company.

2.4. No undertaking, representation, term or condition relating to the subject matter of this

Agreement not incorporated in this Agreement and/or any Purchase Order shall be binding on

either of the Parties.

2.5.  The Parties agree that the Vendor is an independent contracting party and that the

Agreement does not constitute a contract of agency, representation, employment or

partnership with the Vendor. The Vendor shall not incur any liability whatsoever for or on

behalf of the Company.

3.PURCHASE ORDERS

3.1.   Purchase Orders will be system generated and placed by the Company electronically or  emailing  a  copy  there of  to  the  vendor,  and  may  contain  details  of  the  goods  ordered (including the specification), details of the Services to be rendered (including scope of service and service levels) and confirmation of the Price.

3.2.   Should  there  appear  to  be  any  discrepancy  or  ambiguity  in  description  or  quantities  in  a Purchase  Order,  the  vendor  shall  immediately  submit  the  matter  to  the  Company  for  its decision before proceeding to execute the Purchase Order.

3.3.   Amendment to the Purchase Order shall be subject to the Company’s prior written approval and the vendor’s acceptance. No amendment to a Purchase Order will be valid unless agreed to in writing by both Parties and incorporated in a revised and duly issued Purchase Order.

3.4.   Purchase Orders may be cancelled by the Company at any time provided that the Company shall pay the vendor for costs reasonably incurred up to the date of cancellation. The vendor will use all reasonable and practical attempt to mitigate its losses in this regard.

  1. PRICE AND PAYMENT

4.1.   The price for the Goods and/or Services (“the Price“) shall be the price specified in the Purchase Order and shall be paid to the vendor in the amount as indicated therein. Unless expressly stated to the contrary in the Purchase Order:

(a)     the Price shall be exclusive of VAT and shall include standard packaging, delivery and
installation (where applicable);

(b)      no additional charges of whatever nature shall be recoverable from the Company unless the Supplier has, prior to the execution of the Purchase Order, obtained the Company’s agreement in writing on such additional charges.

4.2.   Price adjustment shall be subject to agreement and acceptance by the Company in writing.

Should the Purchase Order be issued on a basis of “price to be advised or agreed” or “estimate price”, “subject to change” or any other similar description, the Purchase Order shall requirement the agreed terms applicable in this respect.   The Company may demand, before payment is made, that the price computation be substantiated by the Vendor.

4.3.   No invoice shall be binding on the Company unless supported by a valid Purchase Order issued by the Company.

4.4.   Payment  shall  be  made  by  EFT (Or Cash)  into  the  account  nominated  in  writing  by  the  Vendor in accordance with the payment terms stated in the Vendor Application Form.

  1. OWNERSHIP AND RISK IN AND TO THE GOODS

5.1.   Where the Goods will be delivered by the Vendor:

(a)     Ownership of and risk in and to the Goods shall pass to the Company upon the physical delivery or the installation there of, as the case may be, at the Company’s premises as set out in the Purchase Order. A Purchase Order shall not be considered fulfilled until the certificates of conformance/analysis and technical data sheets have been satisfactorily supplied with each delivery.

(b)     In addition, for the passing of risk to take place, the following shall be required:

  1. in respect of the delivery of the Goods, the signature of an unendorsed delivery note by the Company; and
  1. in the case of the installation of the Goods, a written certification by the Company of the completion of the installation.

5.2.   Where the Goods will be collected by the Company:

(a)      Ownership of and risk in and to the Goods shall pass to the Company upon the physical collection thereof by the Company.

5.3.   The  Company  shall  have  the  right  to  inspect  the  Goods  and  to  measure  progress  on  the execution of the Services at all reasonable times and to reject Goods and/or Services that do not comply with the terms of the Agreement.   Any inspection, checking or approval by the Company shall not relieve the Supplier from any obligation under the Agreement.

  1. WARRANTIES BY VENDORS

6.1.   The Vendor  warrants  that  (a)  the  Services  will  be  rendered  in  an  efficient,  workmanlike, prompt, professional, hygienic and safe manner, in accordance with good industry practice and (b) the Vendor shall exercise that degree of skill, care and diligence which could reasonably and ordinarily be expected from a skilled and experienced operator complying with all applicable laws, engaged in the same or a similar type of undertaking.

6.2.   The Vendor warrants  that  its  premises,  its  production  and  packaging  systems,  processes, machinery, facilities, Goods, Services, ingredients and materials comply with all relevant laws and  industry  standards,  special  dietary  certification  (where  applicable),  including,  without limitation, all laws relating to foodstuffs, food safety, consumer protection, occupation health and safety, and environmental laws.

6.3.   The Vendor warrants that Goods shall (unless otherwise stated in the Purchase Order) be new, merchantable, of agreed  quality and description, in working order, fit for their intended purpose and free from contaminants, defects in materials, workmanship and design and shall be usable and durable for a reasonable period of time.

6.4.   The Vendor warrants that the Goods are not subject to any lien, hypothec, pledge, mortgage, notarial bond, judicial attachment or other encumbrance and that the Vendor is entitled to transfer ownership there of to the Company.

6.5.   The Vendor warrants that there are no circumstances, facts or reasons which are known, or ought to be known by the Vendor, which should have been disclosed to the Company and which would have influenced the Vendor decision in appointing the Vendor to supply the Goods and/or Services.

  1. VENDOR’ S GENERAL OBLIGATIONS

The vendor shall:

7.1.   furnish  the  Company  with  copies  of  all  relevant  certification  in  respect  of  special  dietary requirements e.g. vegetarian, Halaal, Kosher and shall comply with the requirements of the relevant authorities and bodies in respect of such certification.

7.2.   maintain regular contact with the representatives of the Company at the sites at which it is required to provide the Services for the duration of this Agreement;

7.3.   take all necessary steps to ensure that its staff do not engage in any demonstrations, or other disorderly or riotous conduct on or near the perimeter of the premises of the Company;

7.4.   refrain from any conduct which may be detrimental to the image, good name and reputation of the Company;

7.5.   supply the Company with any information or documentation relating to the Goods and/or the Services  which  it  requires  within  a  reasonable  time,  including  any  reports  which  may  be requested from time to time in the manner, format and frequency required;

7.6.  comply with all applicable laws including relevant statutes, ordinances, by-laws and regulations having  any  bearing  on  the  Agreement  and  will  obtain  all  necessary  licenses,  permits  and approvals that it requires to perform its obligations and shall ensure that its employees do the same;

7.8.   take all reasonable steps to ensure that Goods and/or Services are delivered timeously without any undue delay acknowledging that time is of the essence in the performance of its obligations under this Agreement.

  1. INDEMNITY

The Vendor indemnifies and absolves the Company from any claims, damages, losses and any other liability (whether jointly or individually) arising from any cause whatsoever or based on any ground of liability (including liability without fault) to the extent that such liability is attributable, whether wholly or in part, to any defect or deficiency in any of the Goods/Services supplied by the Vendor or is due to the Vendor’s failure to comply strictly with the provisions of this Agreement and/or applicable laws. This  indemnity  shall  specifically  apply  in  respect  of  any  claims  arising  from  unsafe,  defective, contaminated, hazardous or deficient Goods/Services brought against the Company in terms of the Consumer Protection Act 68 of 2008.

  1. ETHICAL BUSINESS PRACTICES

9.1. The Company is committed to conducting its business ethically and to achieving and maintaining

the  highest  standards  of  corporate  governance.  The  Company  requires  all  of  its  business partners,  vendors,  contractors and service  providers,  who play an important and valued role in its continuing business success, to behave ethically and to avoid engaging in corrupt business activities.  The Company’s requirements are set out in its “ Code of Conduct” which is available on request.

9.2. The  Vendor undertakes  to  comply  with  the  Company’s  “Code  of  Conduct”,  all applicable laws and specifically all applicable anti-bribery and corruption laws.

9.3. The Vendor shall not give or offer to give (directly or indirectly) to any person any bribe, gift, gratuity, commission or any other thing of value for obtaining favourable treatment or taking any action for the purpose of influencing any act or decision of such official or of the government to obtain or retain business, or to direct business to any person.

  1. PRIVACY AND DATA PROTECTION

10.1. The Vendor shall at all times during the performance of its obligations in terms of these this Agreement  ensure  that  (a)  no  data  collected  from  any  person  during  the  supply  of  the Goods/Service is sold, disclosed,  commercially exploited,  or used in any way other than as expressly authorised by the Company and (b) ensure that it processes data for only the express purpose for which it was obtained.

10.2. The  Vendor  consents  to  the  collection,  processing  and  further  processing  of  its  personal information  (including  personal  information  contained  in  electronic  communications)  by  the Company for the purposes of implementing this Agreement and facilitating the supply of Goods and/or Services.

  1. INTELLECTUAL PROPERTY RIGHTS

11.1. The Vendor warrants  that  it’s  supply  of  Goods  and/or  Services  to  the  Company  does  not infringe  any  intellectual  property  rights  and  hereby  indemnifies  and  holds  harmless  the Company against any loss, damages or expense sustained by the Company as a consequence of any breach of this warranty.

11.2. Any  and  all  intellectual  property  owned,  developed  or  acquired  by  a  Party  prior  to  this Agreement coming into effect shall remain the sole and exclusive property of the Party who is the lawful proprietor thereof and any and all rights of the Parties in terms of this Agreement shall be subject to the other Party’s intellectual property rights.

11.3.  Any intellectual property made, created or discovered by the Vendor in the course and scope of  this  Agreement  in  connection  with  or  relating  to  the  business  of  the  Company,  shall  be disclosed to the Company and shall belong to and be the absolute property of the Company.

  1. CONFIDENTIALITY

The Vendor agrees to treat as strictly confidential the operations, business and affairs of the Company and not to divulge any information relating thereto to any third party, agent or employee without the prior written consent of the Company, save as is required by law.

  1. AUDIT

The  Vendor ‘s  production  processes will  be  operated  within a  structured and  documented quality management system, which will be continuously updated, kept current applied,. The Company may inspect and audit the facilities and premises of the Vendor for any purposes associated with the manufacture,  distribution and/or  supply  of  the  Goods  and/or Services at any  time  during  normal business hours on reasonable notice to the Vendor to measure its implementation of the quality management system, compliance with applicable laws and/or the Agreement.

  1. BREACH

14.1. In the event of either Party breaching any of its obligations under the Agreement, and such

Party failing to remedy such breach within a period of fourteen (14)  days of receipt of written

notice from the aggrieved Party calling upon it to do so, the aggrieved Party shall be entitled without further notice to (a) cancel the Agreement and/or cancel the Purchase Order and (b) claim specific performance, in either event without prejudice to the aggrieved Party’s rights to claim damages or to enforce any other remedy to which it may be entitled whether in terms of the Agreement or in law.

14.2. In addition the Company shall be entitled to cancel the Agreement and/ or any Purchase Order forthwith if:

(a)     the Vendor is either provisionally or finally wound-up/sequestrated or seeks to make a compromise with its creditors; or

(b)      the Supplier applies for deregistration or is deregistered in terms of sections 81 to 83 of the Companies Act, No. 71 of 2008 or section 26 of the Close Corporations Act 69 of

1984; or

(c)     any business rescue proceedings  are commenced in respect of  the Supplier in terms of

Chapter 6 of the Companies Act No. 71 of 2008; or

(d)      the Supplier is provisionally or finally liquidated, is placed under judicial management or becomes financially distressed; or

(e)     the Supplier commits a breach of the Agreement which cannot be rectified; or

(f)     the Supplier is guilty of any act of fraud, bribery, corruption, intentional misrepresentation

or contravention of the Company’s “Supplier Code of Conduct”; or

(g)      during the course of supplying the Goods and/or the Services, the Supplier contravenes the provisions of any applicable law.

14.3. In the event of any legal proceedings against the Supplier, the Company shall be entitled to recover its legal costs on an attorney-and-client scale.

  1. FORCE MAJEURE

15.1. “Force Majeure Event” means an event that prevents or delays a Party from being able to perform an obligation other than the payment of money under this Agreement, where such event  would  constitute  force  majeure,  such  as  wars,  insurrections,  strikes,  acts  of  God, governmental actions or controls, water restrictions or other causes beyond the control of a Party;

15.2. Should any Party be prevented by reason of Force Majeure from performing its obligations in terms hereof, then such failure shall not be regarded as a breach of its obligations in terms hereof provided that:

(a)      the Party hereto subject to Force Majeure shall give prompt notice to the other Party here to of the nature and estimated duration of the Force Majeure concerned;

(b)      the Parties here to shall co-operate and collaborate together and use all reasonable efforts to overcome the Force Majeure concerned and/or nullify its effect; and

(c)      any suspension of performance within the provisions of the above shall be limited to the period during which such inability shall exist and the period of this Agreement shall be interrupted by the period of such suspension.

15.3. If   the   aforementioned   inability   substantially   or   permanently   prevents   the   continued performance by either Party of its obligations in terms of this Agreement for a period exceeding fourteen (14) consecutive days, then either Party shall be entitled, by giving notice in writing, to terminate this Agreement in respect of any of its obligations still to be performed hereunder

  1. CESSION AND SUB-CONTRACTING

16.1. The Supplier shall not, without the prior written consent of the Company, (a) sub-contract any of its obligations or (b) cede or assign any of its rights or obligations in terms of this Agreement (including but not limited to, the right to receive payment from the Company). Notwithstanding any  such  consent,  the  Supplier  shall  at  all  times  be  liable  for  the  acts  or  omissions  of  its employees, agents, sub-contractors, cessionaries, assigns or any other associated party utilised by it, as if they had been acts or omissions of the Supplier.

16.2. Any practice designed to interpose a third party or to introduce a third party in a transaction between the Company and the Supplier or any other form of “fronting” shall, in the absence of express consent from the Company, be deemed to be a deliberate misrepresentation on the part of the Supplier and shall constitute a material breach of the Agreement.

  1. GENERAL

17.1. This Agreement shall be governed by the laws of the Peoples Republic of Bangladesh.

17.2. No  failure  or  neglect  by  a  Party  to  exercise  any  rights  here under  or  to  insist  upon  strict compliance  with  or  performance  of  another  Party’s  obligations  under  the  Agreement,  shall constitute a waiver of the provisions of the Agreement and a Party may at any time require strict compliance with the provisions of the Agreement.

17.3. No indulgences or extensions of time or latitude which one of the Parties may allow to the other Party shall constitute a waiver by that Party of any of its rights, and it shall not thereby be prevented from exercising any of its rights which may have arisen in the past or may arise in the future.

17.4. Each of the provisions of the Agreement shall be considered as separate terms and conditions.

In the event that the Agreement is affected by any legislation or any amendment thereto, or if the provisions herein contained are by virtue of such legislation or otherwise held to be illegal, invalid or unenforceable, then any such provisions shall be ineffective only to the extent of the illegality, invalidity or unenforceability and each of the remaining provisions hereof shall remain

in full force and effect as if such illegal, invalid or unenforceable provision was not a part here of.

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