TERMS AND CONDITIONS

THIS FRAMEWORK PURCHASE AGREEMENT is entered into this (date) day of (month) (year)

BETWEEN

(NAME OF THE BUSINESS) Limited Liability Company registered under the Companies Ordinance Act with its office at (insert address), (hereinafter referred to as the “Seller”)

OR

Mr. /Ms. (insert name) son of/wife of/daughter of (insert name), adult, bearing CNIC No. (insert number), registered with the Federal Board Revenue, resident of (insert address) (hereinafter referred to as the “Seller”, which expression shall where the context so permits be deemed to mean and include its successors-in-interest and permitted assigns).

OR

Mr. /Ms. (insert name) son of/wife of/daughter of (insert name), adult, bearing CNIC No. (insert number), resident of (insert address) (hereinafter referred to as the “Seller”, which expression shall where the context so permits be deemed to mean and include its successors-in-interest and permitted assigns).

OR

(Insert name), a partnership, acting through its authorized partner Mr. / Ms. (insert name of main contact), registered at the Securities and Exchange Commission of Pakistan and Federal Board of Revenue, and its registered office at (insert address). (hereinafter referred to as the “Seller”, which expression shall where the context so permits be deemed to mean and include its successors-in-interest and permitted assigns).

OR

(Insert name), a partnership, acting through its authorized partner Mr. / Ms. (insert name of main contact), unregistered at the Securities and Exchange Commission of Pakistan and Federal Board of Revenue, and its office at (insert address). (hereinafter referred to as the “Seller”, which expression shall where the context so permits be deemed to mean and include its successors-in-interest and permitted assigns).

AND

JADE E-SERVICES PAKISTAN (PRIVATE) LIMITED, a private limited company incorporated under the laws of Pakistan and having its registered office at 6A, 6th Floor, Executive Tower, Dolmen City, Plot HC-3, Scheme 5, Karachi, Pakistan and through its Chief Executive Officer/Co-Founder/Director (hereinafter referred to as “Jade”, which expression shall where the context so permits be deemed to mean and include its successorsininterest and permitted assigns

1.0. WHEREAS

1.1. Jade (Daraz.pk) is an online retail store.

1.2. The Seller intends to sell Goods on Jade’s website platform and Jade has agreed to allow the Seller to use its website platform for this purpose on the terms on conditions contained herein below.

AND NOW IT IS HEREBY AGREED as follows:

2.0. INTERPRETATION

2.1. In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:

Business Day

a day (excluding Saturdays and Sundays) on which banks generally are open for business in Pakistan.

Competitor

any private or corporate person, who directly or indirectly, engages in the sale of Goods on the internet in Pakistan. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor

Handling Time

time for dispatch of every Good by the Seller (excluding Sundays)

Conditions

means the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Seller and Jade

Contract/ Agreement

the contract entered into between Jade and the Seller to use of Jade’s Platform for the purchase and sale of the Seller’s Goods to customers, howsoever formed or concluded. A Contract shall include any exhibits and documentation expressly referenced therein

Customer

a customer, who purchases Goods on the Platform

Goods

the goods (including any installment of the goods or any parts for them) which the Seller intends to sell to Customers over the Platform

In Writing/ Written includes electronic mail to the e-mail address designated by Jade for the purpose of communication between Jade and the Seller, and any comparable means of communication, so long as such form results in a permanent record being made

Intellectual Property is any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them

Listing Price is listing price of the Good

Platform means the website www.daraz.pk

SKU is stock keeping unit, every unique item sold by the Seller

3PL is third party logistics provider

2.2. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

3.0. BASIS OF THE CONTRACT

3.1. The use of the Platform by a Seller for the Sale of Goods shall be subject to these Conditions, which shall govern all Contracts to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by the Seller or in correspondence or elsewhere or implied by trade custom practice or course of dealing.

3.2. No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Seller and Jade.

3.3. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Jade shall be subject to correction without any liability on the part of Jade.

3.4. Upon Seller’s discovery that any requirement or provision of a Contract may conflict with any other requirement or provision, it is Seller’s responsibility to give Jade written notice of such alleged conflict for resolution by Jade in Jade’s sole discretion. If Seller proceeds without notification to Jade for resolution of such conflict, then all costs incurred in correcting Seller’s erroneous interpretation shall be for Seller’s account.

4.0. DROP SHIPMENT PARTNERSHIP

4.1. Provided that the Seller adheres to the terms of the Contract, Jade agrees to feature the Seller’s Goods for sale on the Platform.

4.2. Customers would be able to purchase Goods on the Platform. Jade shall process each order made by Customers, as provided for herein and forward the processed orders to the Seller. For the avoidance of doubt, each agreement entered into for the sale of Goods shall be an agreement entered into between the Customer and the Seller direct.

4.3. The relationship of the Seller and Jade established by each Contract shall be solely that of independent contractors. Nothing contained in this Agreement shall be construed to make one Party the agent for the other for any purpose, and neither of the Parties hereto shall have any right whatsoever to incur any obligations or liabilities on behalf of or binding on the other party.

5.0. COMMISSION/FEES

5.1. Selling Fee: Jade shall be entitled to receive a commission as stipulated in Schedule 1 of this Agreement, which may vary, based on the category of Goods sold by the Seller to Customers on the Platform.

6.0. SCOPE OF GOODS

6.1. The Seller and Jade shall mutually agree on the identity and price of the Goods, which shall be sold on the Platform.

6.2. Jade reserves the right to control the look and feel of the website.

6.3. At any given point in time, Jade reserves the right to delist seller's products that may not contribute to the assortment or when the seller is deemed operationally incapable.

7.0. INVENTORY AND PRICING OF GOODS

7.1. The Seller shall be obliged to maintain an inventory of all Goods sold on the Platform and furnish Jade with an update of its inventory via e-mail on a daily basis. Each update shall be sent to Jade before midday.

7.2. The Parties may establish an automatic electronic update system, on terms and conditions to be mutually agreed upon in Writing.

7.3. In the event that the Seller reasonably anticipates that any Goods sold on the Platform may go out of stock, the Seller shall inform Jade of the same in writing on or before the expiry of one Business Day.

8.0. SALE OF THE GOODS ON THE PLATFORM

8.1. Upon receipt of an order for the purchase of Goods, Jade shall process such orders and furnish the Seller with details relating to the ordered Goods, including the Seller’s stock keeping unit or bar code relating to the Goods and the details contained in the customer’s purchase order.

8.2. All agreements entered into between the Seller and the Customer for the sale of Goods on the Platform shall be entered into on the basis of Jade’s terms and conditions of sale and Jade’s return policy, which are contained on the Platform. In the event that of Jade’s terms and conditions of sale and Jade’s return policy, which are contained on the Platform contradicts the terms of these conditions, Jade’s terms and conditions of sale and Jade’s return policy shall prevail.

8.3. The Seller is hereby put on notice that Jade reserves the right to change its terms and conditions of sale and its return policy at any time.

8.4. Jade shall receive and process all payments for Goods purchased on the Platform. Jade shall make payment of all sums received from Customers, subject to its rights of set-off, as provided herein, to the Seller on a monthly basis.

9.0. ORDER DISPATCHING AND CANCELLATIONS

9.1. Upon receipt of information from Jade, the Seller shall be obliged to process each Customer order such that all Goods shall have a Handling Time of 2 Days. In case of delay, either materialized or foreseen, the Seller shall be obliged to immediately inform Jade of the same in Writing on an immediate basis.

9.2. Seller is expected to maintain a service level of 90% and above for within Handling Time dispatch. Should the Seller fail to meet service standards, Jade reserves the right to delist particular skus or the supplier from the website without notice.

9.3. Jade will cancel every order which has not been dispatched within three (3) Days after the Handling Time, in case the Customers who are informed of the delay of the order decide not to proceed anymore with the purchase.

9.4. In case of cancellation of an order, Jade will refund the entire payment to the Customer should the order be prepaid;

10.0. PRODUCT PACKAGING

10.1. The Seller shall be responsible for the entire packaging process and shall sustain all the costs connected with the process.

10.2. Jade shall provide the Seller with packaging materials and the Seller commits to apply Jade stickers or other branding material provided by Jade to all goods packaged for dispatch. All costs for producing the branding material and for transferring it to the Seller will be sustained by Jade.

11.0. SHIPPING OF THE GOODS

11.1. Seller agrees to use Jade's preferred local 3PL, and Jade reserves the right to change 3PL at its own discretion.

12.0. CUSTOMER SERVICE

Jade shall forward to the Seller all questions and complaints, which it may receive with regards to the Goods. The Seller shall revert to Jade on all such questions and complaints on or before the expiry of 2 days of the receipt of such questions and complaints.

13.0. PAYMENT

13.1. The Seller shall make payment of all invoices issued by Jade by means of online payments or crossed cheque on or before the expiry of seven (7) days from the date of the relevant invoice. All invoices issued by the Seller shall be paid for in the same currency as contained in the invoice.

13.2. Any sums due to the Seller hereunder may be applied by Jade as a set off against any sums owed by the Seller to Jade, or against any claims of third parties against Jade arising from the Seller’s performance, whether under any purchase order or other document. At its sole discretion, Jade may withhold from payments to be made to the Seller amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction.

13.3. The Seller shall be responsible for payment of all sales, use, excise, value-added, business, and other taxes, any taxes, which may be imposed on the basis of any revenue, income, net income, or capital and any taxes imposed in lieu thereof, and all duties, fees, or other assessments of whatever nature imposed by governing authorities or any jurisdiction applicable in connection with performance under the Contract. The Seller shall release, defend, indemnify, and hold Jade harmless from and against any fines, penalties, costs (including attorney’s fees and court costs), losses, damages, liabilities or (whether criminal or civil) claims, arising from, alleged to arise from, or in any way associated with the Seller’s failure to comply with the terms of this paragraph.

13.4. In order to set up online payment facility, the Seller must provide Jade with a crossed cheque of Rs. 100 which is returnable by testing a direct transfer transaction to set up online transfer facility from Jade to the Seller.

14.0. WARRANTIES

14.1. The Seller warrants to Jade that all the Goods sold on the Platform, whether manufactured, fabricated, or otherwise produced or provided by the Seller or others, will:

14.1.1. strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

14.1.2. be of merchantable quality and fit for the purpose(s) intended;

14.1.3. have all relevant regulatory permits and licenses, as well as conform with all applicable laws, ordinances, codes and regulations, and

14.1.4. be free from defects in materials, performance, operation, and workmanship for a period of one (1) year after being placed in service by the Customer or twenty-four (24) months from date of the Seller’s delivery, whichever period expires earlier.

14.2. The Seller furthermore warrants and represents to Jade that:

14.2.1. The entry into the Contract and the performance thereof by the Seller have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.

14.2.2. All information, including but not limited to all information furnished to Jade with regards to the Goods are accurate and up-to-date.

14.2.3. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into the Contract and the performance of the same, have been duly obtained.

14.2.4. The entry, delivery and performance of the Contract by the Seller will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof applicable to the Borrower;

14.2.5. If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Jade to feature the Goods on the Platform, as anticipated in the Contract, at its own cost;

15.0. FORCE MAJEURE

15.1. Jade shall not be liable to the Seller or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Jade's obligations if the delay or failure was due to any cause beyond Jade's reasonable control Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Jade's reasonable control:

15.1.1. Act of God, explosion flood tempest fire or accident

15.1.2. war or threat of war sabotage insurrection civil disturbance or requisition;

15.1.3. acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

15.1.4. import or export regulations or embargoes;

15.1.5. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Jade or of a third party);

15.1.6. interruption of production or operation, difficulties in obtaining raw materials labour fuel parts or machinery;

15.1.7. power failure or breakdown in machinery.

15.2. Upon the happening of any one of the events set out in Condition

15.3. Jade may at its option:

15.3.1. fully or partially suspend delivery/performance while such event or circumstances continues; or

15.3.2. terminate any Contract so affected with immediate effect by written notice to the Seller and Jade shall not be liable for any loss or damage suffered by the Seller as a result thereof.

16.0. TERMINATION

16.1. Either Party may terminate this Contract by means of Fourteen (14) Days’ notice in writing.

16.2. On or at any time after the occurrence of any of the events in condition 16.3 below, Jade shall, in addition to any rights or remedies it may have in law, in equity, or under the Contract, be entitled to terminate the Contract with the Seller with immediate effect by written notice to the Seller and the Seller shall not be entitled to any cancellation or other fee or penalty hereunder.

16.3. The events are:

16.3.1. the Seller being in breach of any warranty or representation under the Contract;

16.3.2. the Seller being in breach of any obligation under the Contract and failing to remedy the same on or before seven (7) days from receipt of a written notice from Jade of such breach.

16.3.3. 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;

16.3.4. 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;

16.3.5. the Seller making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;

16.3.6. the Seller ceasing or threatening to cease to carry on business; or

16.3.7. Jade reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

16.4. Upon termination of the Contract, the Seller shall immediately inform Jade of all concluded Agreements entered into with Customers, which have yet to be fully performed and shall be obliged to perform these Agreements to its full extent.

16.5. The Seller will also settle with Jade any outstanding liability for example commission payment due to Jade etc immediately upon termination.

17.0. INDEMNIFICATION

17.1. The Seller agrees to release, defend, indemnify and hold harmless Jade, 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:

17.1.1. any defect in the Goods sold to any Customer;

17.1.2. any claim made by any Customer on the basis of any agreement entered into with the Seller;

17.1.3. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; and/or

17.1.4. Any breach in any warranty or representation made herein.

17.2. The Seller shall insure or self-insure its obligations under the Contract and the agreements to be entered into with Customers and upon request by Jade shall immediately forward a copy of the said insurance policy to Jade.

18.0. INTELLECTUAL PROPERTY

18.1. The Seller warrants, represents and covenants that its manufacture, sale distribution and use of the Goods do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that Jade’s feature of the Goods on the Platform does not infringe any Intellectual Property, whether directly or indirectly.

18.2. The Seller undertakes and represents to Jade that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Goods and the supply of the Goods and is able to grant and hereby grants and irrevocable, non-exclusive and royalty free license to use all such Intellectual Property for the purposes of marketing, promoting and featuring the Goods on the Platform. Jade acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Goods and that all those rights and goodwill are, and will remain, vested in the Seller or the owner of the Intellectual Property (as the case may be).

18.3. The Seller represents and warrants to Jade that it is not aware of any claims made by any third party with regards to the any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Goods.

18.4. The Seller agrees to release, defend, protect, indemnify and hold Jade, their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Goods.

18.5. The Seller shall not be entitled to use any Intellectual Property belonging to Jade without Jade’s prior approval in Writing.

19.0. RETURNS OF GOODS

19.1. Seller should accept returns or refunds of Goods on the following cases:

19.1.1. Faulty Good

19.1.2. Damaged Good

19.1.3. Incorrect product

19.1.4. Customer’s convenience (as long as it is within Jade's return policy)

19.2. There are three types of Goods return

19.2.1. For delivery failures

19.2.2. Unopened returns - For items in whose categories Jade offers a return policy and for items with visible damages

19.2.3. Opened returns - for manufacturing defects, damages and for categories where Jade offers an opened returns policy

19.3. Shipping costs must be borne by the customer should return reason be in the case of customer’s convenience (as long as it is within Jade’s return policy), the return shipping costs will be borne by the customer.

19.4. Seller agrees to release, defend, protect, indemnify and hold Jade harmless from and against any costs, expenses, fines, penalties, losses, damages, and liabilities arising from any above mentioned situations.

19.5. If within Jade’s policy, the Seller must accept all returns 30 days within shipment date

20.0. CONFIDENTIALITY

20.1. All customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by Jade, or produced or created by the Seller for Jade hereunder (“Information”) are proprietary and confidential to Jade and shall be used solely by the Seller for purposes of the Contract. All such Information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Jade, and shall be disclosed within the Seller’s organization only on a need-to-know basis. The Seller shall, in particular, refrain from using any customer information and data obtained from Jade for its own marketing, advertising and/or promotion purposes.

20.2. Jade may require the Seller’s employees and other personnel involved in the performance of the Contract to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Seller in connection with Jade’s business, the Contract, or any other contract pertaining to the Goods, is hereby expressly incorporated within the Contract.

20.3. The Seller shall immediately return to Jade any Information provided, either upon demand, or upon termination of a Contract, including all copies made by The Seller.

20.4. The Seller shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of the Contract or make any reference to Jade, the business of either, or the project for which the Contract is made, to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining the prior written consent of Jade.

21.0. COMPLIANCE

21.1. In its performance under the Contract and the agreements entered into with Customers, the Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where the Contract may be performed. Upon Jade’s written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

21.2. The Seller agrees to release, defend, indemnify and hold harmless Jade and its affiliates from and against any loss, cost (including attorney fees and court costs), civil or other fines and penalties, damage or liability, arising from or alleged to arise from any violation, alleged violation, or failure to comply with, the terms of this Paragraph by the Seller or any person for whom the Seller may be responsible. Notwithstanding any other provision in the Contract to the contrary, nothing contained herein shall oblige Jade or the Seller to engage in any action or omission to act which would be prohibited by or penalized under the laws or regulations of Pakistan or any other country.

22.0. ASSIGNMENT

22.1. The Seller may not assign the Contract, or any part hereof, or any money due hereunder, without the prior written consent of Jade. If consent is granted, any such assignment by the Seller shall not increase or alter Jade’s obligations nor diminish the rights of Jade, nor relieve the Seller of any of its obligations under the Contract.

22.2. Jade reserves the right to assign the Contract, in whole or in part, to any party, including Jade’s affiliates.

22.3. The Sellers shall give Jade prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Goods provided hereunder.

23.0. NOTICES

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed, to the relevant party’s registered office or principal place of business.

24.0. GENERAL

24.1. No waiver by Jade of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

24.2. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

24.3. No person who is not a party to this Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right to enforce any terms of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties.

24.4. The Contract shall be governed by the laws of Pakistan and the Seller agrees to submit to the jurisdiction of the Courts in Pakistan, as provided for in Clause 23.6.

24.5. Except as provided for in Clause 23.6 below, any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration Law 1940. The arbitration shall take place in Karachi and the procedural law will be that of the Islamic Republic of Pakistan. The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the by the parties herein, or in the absence of such agreement, to an Arbitrator appointed by mutual consent of Jade’s and the Sellers legal counsel. If an sole Arbitrator is not selected within thirty (30) days of the notification of the dispute, then Jades arbitrator will be serve as sole arbitrator. Any award by the arbitration tribunal shall be final and binding upon the parties.

24.6. Jade shall be entitled to commence court legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in the Contract, by means of injunctive or other equitable relief.

24.7. Jade reserves their right to terminate this Agreement at any time.

IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first above written.

Refund Policy: All items sold must be eligible for returns if returned from customer in original packing and seal and if the products are in any way damaged before receipt with the customer.

Tax applicability: As per law

Payment terms: Jade shall issue invoices to the Seller for fees payable on a bi-monthly basis. The seller must respond to Jade with acceptance of the invoice before the payment can be processed.