Manufacturers Terms and Conditions

Preamble

Whereas the First Party is a company that operates an online platform that enables design professional in the architecture and design industry to access and order material samples for design and construction projects through its website “www.samplesyard.com” and other online digital applications available through tablet, mobile and web owned by it (the “Platform”).

The Second Party has expressed interest in the Services offered by the First Party. The Second Party agrees to display their products on the Platform for the purpose of promoting and facilitating the samples delivery of their products to the Platform customers.

The First Party has agreed to be engaged by the Second Party and to provide such services on such terms and conditions as set out in this Agreement.

1. Interpretation

• The above-mentioned preamble forms an integral part of this Agreement and has effect as if set out in full in the body of this Agreement.
• The headings in this Agreement are included for convenience only and shall not affect the construction or interpretation of this Agreement.
• Use of the singular includes the plural (and vice versa) and use of any gender includes the other genders.
• References to persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence).
• Reference to time shall be construed by reference to the Gregorian calendar.
• The terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Term

• This Agreement shall come into effect on the Effective Date and remain valid for a period of three (3) months, unless terminated earlier in accordance with its provisions (referred to as the “Term”).
• Upon the conclusion of the Term, this Agreement will automatically expire. If the Second Party wishes to continue the agreement, they must proceed by subscribing through the Platform. In such case, the same rules and provisions of this Agreement shall be maintained during the renewed period.

3. Privacy and Confidentiality

• Each Party undertakes that it is fully committed to the rules of confidentiality and warrants that it shall not at any time during this Agreement or after its termination or expiry disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of the other Party or of any of its affiliates, including information relating to a Party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”).

4. Intellectual Property

• Except as expressly set forth in this Agreement, each Party is and shall remain the owner of all Intellectual Property Rights that it owns or controls as of the Effective Date or that it develops or acquires thereafter.
• The Second Party shall not use any Intellectual Property Rights owned or controlled by the First Party without the prior written approval of the First Party.
• The Second Party shall provide the First Party with all the necessary Materials in relation to the Products for display and disclosure to the Customer on the Platform, such Materials to comply with guidelines and standards communicated by First Party from time to time.
• The Second Party acknowledges that the First Party requires reasonable use of the Materials and other Intellectual Property Rights attached to the Products, including but not limited to, descriptions, images and specifications of the Products as well physical Samples, as provided from time to time by the Second Party for use on the Platform. The Second Party hereby grants the First Party a royalty-free, global, perpetual, irrevocable licence to use, adapt, copy, reproduce, distribute, publicly display and modify the Materials and any other Intellectual Property Rights of the Second Party, in any form whatsoever, as is necessary or useful to allow the First Party to provide the Services to the Second Party and display the Products and the related Materials on the Platform to satisfy its obligations under this Agreement.

5. Representations and warranties

1. The Second Party represents, undertakes and warrants that:
   • it is a valid subsisting corporation incorporated pursuant to the laws of its jurisdiction of incorporation, as specified in this Agreement;
   • it is not the subject of any pending bankruptcy, insolvency, receivership, dissolution, liquidation or similar proceeding in the Territory or any other jurisdiction, and is not a party to, subject to, or in default in any material respect with, any writ, injunction, decree, judgment, award, determination, direction or demand of any arbitrator, court or governmental agency or instrumentality;
   • it has all necessary Intellectual Property Rights to display and offer for sale the Materials and the Products in accordance with this Agreement and the Materials and the Products will not infringe any third party’s Intellectual Property Rights or any other rights of any nature;
   • it has all necessary regulatory approvals, permits, qualifications, licenses, or any other approvals necessary to sell the Products through the Platform; and
   • it will comply with all other reasonable requirements which may be communicated in writing from time to time by the First Party.

6. Products Display: Digital Catalogue

• The Second Party is granted the unrestricted right to publish a quantity of products on the Platform as mentioned in their subscribed package.
• Notwithstanding any provisions stated above, the Second Party shall be obligated to furnish the First Party with a minimum of two (2) free samples for each product among the entirety of published products. The purpose of such provision is to enable the First Party to effectively manage and fulfill its services towards its customers.

7. Storage, Shipping and Delivery

• The Second Party shall be responsible for the shipping and handling of the Products that will be delivered to the First Party at its own expense, and shall be liable for the safety and quality of the Products from the point of shipment until the Product is received by the First Party.
• The First Party shall store the Products once received from the Second Party, and bear all associated costs, and shall be liable to maintain the quality and safety of the Products while the Products are in its possession until the Products are delivered to the Customer.
• The First Party shall be responsible for delivering the Products to the Customers at its own expense.

8. Marketing, Promotion, Advertising and Customer Service

• The First Party shall bear the costs of producing and directing written editorial content, images and videos for the promotion of the Products on its Platform and other online applications.
• The Second Party shall provide the First Party with all Materials to be used in Photoshoots, and other advertising content generated to promote the Products on the Platform in the form that will be requested by the First Party.

9. Fees and Payments

• The Second Party shall be exempt from paying subscription fees for the initial three (3) months of this agreement dated from the launch of the Platform which will be communicated through official email.
• After the successful completion of the complimentary period, the Second Party can continue its subscription and agrees to pay a monthly fee of two hundred seventy-four (274) US Dollars the First Party. The payment shall be made on a monthly basis, starting from the fourth month of the agreement’s effective date.
• Should the Second Party opt to subscribe for a full year, they shall be entitled to receive an automatic fifty percent (50%) discount. – Limited Offer.
• All payments shall be made by the Second Party to the First Party through the Platform.
• In the event of a late payment, exceeding ten (10) days by the Second Party, the First Party reserves the right to disable the Second Party’s digital catalogue on the Platform until the payment is received in full.

10. Termination of contract

1. Either Party may terminate this Agreement [immediately] without resorting to the judiciary or the need for a court order, by notifying other Party by registered letter with acknowledgment of receipt or by e-mail, of its desire to terminate this Agreement, explaining the reasons and justifications for the termination in any of the following cases:
   • • In the event of any occurrence of a Force Majeure Event or circumstances beyond the control of the Party that prevents or hinders a Party’s ability to carrying out its obligations under this Agreement.
     • In the event that a Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within [ten (10)] days of being notified in writing to do so.
     • If a Party is in breach of Applicable Laws.
     • In the event that the Second delays or slackens in the process of supplying and delivering the Products beyond the agreed upon in a way that harms the First Party and its obligations and results in complaints with Customers.
     • Without limiting its other rights or remedies, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
2. Either Party may at any time, and for any reason, terminate this Agreement by giving the other Party not less than thirty (30) days prior written notice
3. The First Party shall be entitled to terminate this Agreement by giving the Second Party thirty (30) days written notice if the First Party receives reoccurring complaints or expressed dissatisfaction with the Products or consistent demand for refunds from Customers.

11. Governing law and dispute resolution

• In the event that any termination of the Agreement occurs in accordance with Clause ‎12 above, the Parties shall reasonably negotiate in principle in a friendly manner to set up a mechanism for how to terminate and settle all financial and legal disputes and to end the relationship in a manner that is satisfactory to both of them. In the event of their failure to put in place this mechanism or reach to end this relationship amicably, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the English Law. The international arbitrations shall have jurisdiction to settle the dispute that may arise between the two parties, God forbid, about the implementation of this Agreement or the interpretation of any of its clauses.
• The expiry or termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination.

12. Liability

1. Since contracts are based on the principle of good faith in dealing, the Parties, through this Agreement, have committed themselves to implement what is stated in this Agreement in accordance with commercial custom, market best practice and in accordance with that principle.
2. The Second Party hereby agrees to defend, indemnify and hold harmless the First Party against any and all losses and claims incurred or suffered by the First Party as a result of:
   • breach, negligence, act, omission or wilful default on the part of the Second Party or any of its representatives arising either directly or indirectly from the performance (or non-performance) by the Second Party of any of its obligations under this Agreement, or by any of its representatives;
   • the content of, or representations made in, any Materials that violate any Applicable Laws;
   • the Products do not meet the required specifications or requirements for the Territory in line with Applicable Laws;
   • any actual or alleged infringement or interference of a third party’s Intellectual Property Rights arising out of, or in connection with, the Materials or the Products; and/or
   • any other claims of any nature arising from or attributable to the publication of the Materials or the sale of the Products.
3. Without prejudice to what was stated in the previous article, the claim for compensation against the other Party for the damage incurred shall be in accordance with the contract and commercial custom and the Agreement in the following cases:
   • If either party terminates or rescinds this contract at an inappropriate time and for a reason beyond the control of the other party.
4. Neither Party shall be liable to the other for any special, indirect, consequential, punitive or exemplary damages, including any damages on account of loss of profits, loss of opportunity, loss or use, or on account of expenditures, investments, leases or commitments in connection with its business.

Appendix A – Definitions

In this Agreement, unless the context otherwise requires or as otherwise defined in the Preamble above, the following definitions apply, including where defined terms are used in the Preamble:

“Agreement” means this Manufacturer/Vendor Agreement including any variations, additions or amendments to the same as may be agreed in writing by the Parties from time to time.

“Applicable Laws” means all applicable laws, statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judgments, orders, decisions, rulings or awards, including those of the government of Qatar or any government agency or department in Qatar.

“Business Day” means a day other than a Friday, Saturday or any public holiday declared for the private sector in the Territory.

 “Customers” means the customers who request samples of the Products on the Platform.

“Effective Date” means the date of the launch of the Platform. This date will be communicated through an official email.

“Design professionals” as a target user of the Platform.

“Force Majeure Event” means in relation to either Party an event or circumstance which is beyond the reasonable control of that Party including any Act of God, war, hostilities, riot or civil commotion, strike, lock-out, trade dispute or labour disturbance, epidemic or pandemic, shortage of raw materials or fuel, fire, explosion, flood or other natural disaster, difficulty or increased expense in obtaining workmen, materials or transport, acts, orders or regulations, whether legislative or executive or otherwise, made by or on behalf of a government or public authority of competent jurisdiction, intervention by any customs, tariff, fiscal or other authority, any delay, detention or loss of any carrying vessel or other means of transport, any failure or delay on the part of any independent contractor or supplier or any other circumstances whatsoever outside the reasonable control of a Party.

“Intellectual Property Rights” means   patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks, trade names and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered).

“Materials” shall mean product descriptions, product price, photographs, artwork, text and graphics, videos or any other Intellectual Property Rights or materials provided by a Party to the other Party from time to time in connection to this Agreement, in any form of media, presently known or unknown.

“Products” or “Product” shall mean the as the materials and samples offered by the Second Party for display and marketing on the Platform.

“Qatar” means the State of Qatar. – “Territory” means Qatar.

“Representatives” means all employees, consultants, shareholders, officers, directors, principals, agents and contractors of a Party.

“Samples Yard” as the online platform and related services provided by the First Party.

“Services” shall mean the marketing, advertising, online display and other related e-commerce services offered by the First Party in respect of the Platform or any of its online applications.