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This Agreement (“Agreement”), is established in order to set up a contractual relationship by and between: GroceryBasket.pk (hereinafter referred to as “Grocery Basket” or “GroceryBasket.pk” ), having its office at Ground Floor, Old Palace Cinema Building, Civil Lines, Karachi, Pakistan
AND
The Seller (hereinafter referred to as "Seller"), a sole proprietor/company, registered under the laws of the Islamic Republic of Pakistan. (Grocery Basket and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party”)
SCOPE
- 1 - GroceryBasket.pk is in the business of providing services to facilitate eCommerce via its online marketplace at GroceryBasket.pk - a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by GroceryBasket.pk. GroceryBasket.pk offers multiple services to facilitate sales via its online platform governed under the terms & conditions set hereunder.
- 2 - This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.
- 3 - Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.
- 4 - Every transaction of the Seller on Grocery Basket’ platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Grocery Basket
- 5 - The service provided by Grocery Basket is limited to referring customers to the Seller and accepting orders and payments on their behalf (where applicable) as well as providing support, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller. This support is covered within the agreed level of commission and any additional service fees.
- 6 - Grocery Basket may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.
- 7 - The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Grocery Basket’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform and access to the seller center is subject to this agreement and the latest platform policies available on Grocery Basket
- 8 - In order to maintain its reputation for quality and high service standards, Grocery Basket reserves the right to delist the Seller and to terminate the relationship with the Seller based on Grocery Basket’ s internal quality assessment of the Seller as governed by Grocery Basket’ s Customer Protection Policy.
- 9 - Notwithstanding any clauses in this agreement, this contract is to be read in line with the Seller Code of Conduct. Any breach in the Seller Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Seller Code of Conduct is amended, Grocery Basket shall inform the seller of the said amendment.
FEATURING PRODUCTS ON THE PLATFORM
- 1 - Grocery Basket shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Grocery Basket.
- 2 - Grocery Basket may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price.
- 3 - The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Grocery Basket.
- 4 - Any particular Product(s) featured on the Platform may be delisted by Grocery Basket if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.
- 5 - Seller shall provide Grocery Basket with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.
- 6 - Grocery Basket reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.
- 7 - Where at the request of the Seller, Grocery Basket produces digitized images and photographs of the Product(s) for display on the Platform, Grocery Basket may charge a Fee for which Grocery Basket shall invoice the seller for the services rendered under this contract including cost of producing digitized images.
- 8 - Featuring any Product on the Platform shall constitute an offer of sale by the Seller to all persons using the Platform.
- 9 - Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Grocery Basket.
- 10 - Grocery Basket shall mediate between the seller and the customer in case of disputes between them, however Grocery Basket shall not be responsible for, or accountable for, the conduct of either party or for any loss due to the conflict between the Seller and the Customer.
- 11 - All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.
COMMISSION
- 1 - As an agent for the Seller, Grocery Basket shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.
- 2 - The commissions are calculated as a percentage of the Listed Price inclusive of all applicable taxes.
- 3 - These Commissions are deducted by Grocery Basket when making a payout to the Seller defined under Payments for orders paid for online OR fulfilled by Grocery Basket and will be paid by the Seller to Grocery Basket where the Seller makes the delivery to the customer under Cash-on-Delivery, Card-on-Delivery mode of payment (fulfilled by the Seller).
- 4 - Grocery Basket reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice of 14 days in advance to the Seller before enactment.
PAYMENTS
- 1 - Grocery Basket shall receive payments for Products sold on the Platform by the Seller where Grocery Basket is fulfilling the order on behalf of the Seller; Grocery Basket shall make payment to the Seller for sale amount of the Listed Price for the Product(s) received from a Customer, less its commission for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.
- 2 - Grocery Basket shall receive payments for Products sold on the Platform by the Seller where Seller is fulfilling the order; Seller shall make payment to Grocery Basket of the amount of commission of the Listed Price for the Product(s) received from a Customer, and for any additional service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.
- 3 - The payments will be made to Grocery Basket on a bi-monthly basis to Grocery Basket’ s Bank Account or as agreed otherwise. The payment related to any Product (order) shall not be delayed more than 15 days after the receipt of the commission invoice by the Seller from Grocery Basket once the Product has been successfully delivered to the Customer.
- 4 - Grocery Basket will ensure commission invoices or statements are available on the Seller Center with all relevant information.
- 5 - All payments will be made in Pakistan Rupees.
- 6 - Any sums due to the Seller hereunder may be applied by Grocery Basket as a set off against any sums owed by the Seller to Grocery Basket, or against any claims of third parties against Grocery Basket arising from the Seller’ performance, whether under this agreement, any Contract or other document.
- 7 - The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Grocery Basket shall have no liability in this regard.
DURATION & TERMINATION
- 1 - This agreement remains valid for one year from the date of execution or as stated under Section 1 – Validity of Contract, of this agreement and is extendable by tacit agreement until one of the parties terminates it..
- 2 - The Seller may terminate this agreement by means of thirty (30) Days’ notice by registered letter and/or email from official & registered email address with acknowledgement of receipt.
- 3 - On or at any time after the occurrence of any of the events of default in Clause 4 below, Grocery Basket shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.
- 4 - The following shall constitute events of default:
- 4.1 -> the Seller being in breach of any warranty or representation under this agreement or any Contract;
- 4.2 ->the Seller being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice and/or email from Grocery Basket of such breach;
- 4.3 ->the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
- 4.4 ->The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;
- 4.5 ->the Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
- 4.6 ->the Seller ceasing or threatening to cease to carry on business; or
- 4.7 ->Grocery Basket reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
- 5 - The termination of this agreement shall not terminate any Contracts already entered into and the Seller shall be obliged to perform all Contracts entered into with Customers.
- 6 - The Parties will settle all outstanding liabilities on termination of this agreement.
INDEMNIFICATION
- 1 - The Seller agrees to release, defend, indemnify and hold harmless Grocery Basket, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:
- 1.1 -> any defect in Products sold to any Customer;
- 1.2 -> any claim made by any Customer on the basis of any Contract;
- 1.3 -> any defect in the packaging or shipping of a Product by the Seller;
- 1.4 -> any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
- 1.5 -> any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or
- 1.6 Any breach in any warranty or representation made herein.
LIMITATION OF LIABILITY
- 1 - The Platform And Seller Center, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Seller’s Access To And Use Of The Platform And The Seller Center, Are Provided "As-is." The Seller Acknowledges And Confirms That It Will Access And Use The Platform And The Seller Center At Its Own Risk. To The Fullest Extent Permissible By Law, Grocery Basket Disclaims:
- 1.1 -> Any Representations Or Warranties Regarding This Agreement, The Contracts Or The Transactions Contemplated By This Agreement, Including Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose Or Non-infringement;
- 1.2 -> Implied Warranties Arising Out Of Course Of Dealing, Course Of Performance Or Usage Of Trade; And
- 1.3 -> Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From Grocery Basket’ Negligence. Grocery Basket Does Not Warrant That The Functions Contained In The Platform And Seller Center Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Grocery Basket Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.
- 2 - Grocery Basket Does Not Warrant That The Functions Contained In The Platform And Seller Center Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Grocery Basket Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.
- 3 - Because Grocery Basket Is Not A Party To The Contracts Between Customers And Sellers, If A Dispute Arises Between Them, The Customer And Seller Release Grocery Basket (And Its Agents And Employees) From Claims, Demands, And Damages (Actual And Consequential) Of Every Kind And Nature, Known And Unknown, Suspected And Unsuspected, Disclosed And Undisclosed, Arising Out Of Or In Any Way Connected With Such Disputes.
- 4 - Grocery Basket Will Not Be Liable (Whether In Contract, Warranty, Tort (Including Negligence, Product Liability Or Other Theory) Or Otherwise) To The Seller Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By The Seller In Connection With This Agreement, Or For Any Loss Of Profit, Revenue, Business, Or Data Or Punitive Or Consequential Damages Arising Out Of Or Relating To This Agreement, Even If Grocery Basket Has Been Advised Of The Possibility Of Those Costs Or Damages. Further,
- 5 - Grocery Basket’ Aggregate Liability Arising Out Of Or In Connection With This Agreement, The Contracts Or The Transactions Contemplated Will Not Exceed At Any Time The Total Commission During The Prior Three Month Period Paid By The Seller To Grocery Basket Except For Under Clause (Payments - 6) .
