DButler Service Agreement

1. Definitions

1.1. "Seller" denotes the wholesale distributors and/or producers registered with D’BUTLER
1.2. "Buyer" denotes D’BUTLER’s customer who buys goods from Seller and whose name is printed on the Order.
1.3. Client – any wholesale supplier or retail shop registered with D’BUTLER is considered as D’BUTLER’s client.
1.4. "Contract" – any order and Order Confirmation is considered as contract (incorporating any Special Conditions)
1.5. "Goods" – any final or intermediary products ordered by the “buyer” (including any instalment of the goods or any parts for them which the Seller is to sell in accordance with these Terms and Conditions).
1.6. "Order" – the Buyer's order for goods through D’BUTLER’s Electronic Ordering Platform
1.7. “Multiple Orders”- there is more than one accepted Order of Goods by Seller
1.8. "Order Confirmation"- D’BUTLER’s electronic confirmation pursuant to Clause 3.3.
1.9. "Price" means the price listed in the D’BUTLER at which the Seller has agreed to accept the Buyer's order
1.10. "Terms and Conditions" - the standard terms and conditions of sale provided in this document.

2. Basis of the sale

2.1. These Terms and Conditions and any Special Conditions will govern the Contract to the exclusion of any other terms, including any terms and conditions which the Client may purport to apply under any purchase order, confirmation of order or other document.
2.2. The Seller or their employees are not authorized to make any direct transaction (s) with D’BUTLER’s clients through bypassing the system.

3. Orders and specifications

3.1. All Goods are offered for sale subject to the Seller's acceptance of the Order.
3.2. Minimum orders are subject to the policy of the supplier’s listed in D’BUTLER.
3.3. No Order shall be deemed accepted by the Seller without a valid purchase order issued by the Buyer.
3.4. No Order shall be deemed accepted by the Seller unless and until it is confirmed unconditionally by the Buyer with document.
3.5. Any document/letter published or submitted by the Seller to the Buyer which contains any descriptions, specifications, drawings or prices of the Goods is published or submitted for guidance only.
3.6. The Seller reserves the right to make minor modifications in the design (if any) and specification of the Goods (in case of ordering pre-production goods) without notice to the Buyer, but agrees to notify the Buyer if any major material modifications which the Buyer shall be deemed to have accepted.
3.7. The seller will ensure that the maximum delivery time is 24 hours anywhere in the country
3.8. Minimum order quantity shall be subject to the policy of supplier of ordered products

4. Price

4.1. The Buyer liable to pay/transfer the Price to the seller mentioned in the invoice up on the sale of the Goods
4.2. The Buyer is entitled to enter agreement with Seller for the convenient payment Terms
4.3. The seller is not entitled to increase the prices of the products for minimum 7days once it listed with D’BUTLER
4.4. If any Price changes between the date of acceptance of the Buyer's order and delivery of the Goods by the Seller, the Seller is liable to deliver the products at the listed price at the time of order by the Buyer.
4.5. Any cash/check deposit by the Buyer to the seller is taken by the Seller as a security and proof of the good intentions of the Buyer regarding completion of the contract. In the event that the buyer withdraws from the contract or fails to take delivery of the goods the Seller reserves the right to retain the deposit in addition to any rights the Seller may have against the Buyer for breach of contract.

5. Payment

5.1. The Buyer will pay all amounts specified in the Seller's advice note or invoice in cleared funds on a proforma basis without any deduction or set-off on the grounds of any alleged breach of any contract between the Seller and the Buyer or on any other grounds. Unless agreed in writing by the Seller prior to acceptance of an order or agreement for deferred payment periods.
5.2. If the Buyer fails to pay to the Seller on the due date then, the Seller may do either or both of the following: (a) Charge the Buyer interest (after as well as before judgment) on the amount unpaid and it shall be equivalent to the current market rate of interest. (b) Terminate the Contract or suspend any further deliveries to the Buyer without notice and without liability and without prejudice to all other rights of the Seller against the Buyer accruing at the date of termination or suspension.

6. Delivery

6.1. THE ITEM LISTED IN THE SITE MUST HAVE SUFFICIENT STOCKS. If the Seller fail to remove or notify time to time, it is Seller’s responsibility to supply within 3 working days and take necessary steps to not to repeat the mistake.
6.2. The Seller shall be delivered goods within 24 hours up on receiving the electronic copy of LPO (Local Purchase Order)
6.3. The place for delivery of the Goods will be agreed between the Seller and the Buyer and shown on the Order Confirmation. If no place for delivery is so shown, the Seller may deliver the Goods by either: (a) notifying the Buyer that the Goods are ready for collection from premises nominated by the Seller ("the Seller's premises); or (b) Delivering the Goods at any address agreed between the Seller and the Buyer.
6.4. In the case of delivery in accordance with Condition 6.3(a), the Buyer will load the Goods when the Goods are collected from the Seller's premises and the Buyer will be liable for any damage to the Goods or losses occurring during loading. In case of delivery in accordance with Condition 6.3(b), the Goods will be, or will be deemed to be, unloaded by the Buyer and the Buyer will be liable for any damage to the Goods or losses occurring during unloading.
6.5. Any dates quoted for delivery of the Goods are indicative only. Time for delivery will not be of the essence of the Contract and the Seller will not be liable for any loss or expenses sustained by the Buyer arising from a delay less than 12 hours in the delivery of the Goods howsoever caused.
6.6. However, the buyer has the right to cancel the order 6.6.1. if, the Seller failed to deliver the order within 24 hours. 6.6.2. The products differ in terms of label, quantity, brand etc.
6.7. The Buyer or, where relevant, the representative to whom delivery is made in accordance with Condition 6.2(b), must inspect the Goods on delivery and sign the required proof of delivery document or collection acceptance document. A signature on that document will constitute conclusive evidence against the Buyer of receipt of the quantity of Goods indicated on that document free from any apparent defect or damage and in no circumstances will the Seller accept a return of Goods or any other liability in regard to apparent defect or damage where such Goods have previously been installed by or on behalf of the Buyer.
6.8. The Buyer may not reject the Goods or any part of them solely on the grounds of short delivery or an instalment a delivery. If the Goods are alleged to be damaged or defective on delivery, a description of the alleged damage or defect must be given in writing with proof at the time of delivery and signed by or on behalf of the Buyer or, where relevant, the person to whom delivery is made in accordance with Condition 6.2(b).
6.9. The Seller reserves the right to make delivery of the Goods by instalments (if any, up on the availability of goods). However, it is the Buyer choice to accept the 2nd installment and cancel the order. If the Goods are to be delivered in instalments, each delivery will constitute a separate contract and the Buyer may not treat the Contract (as a whole) as repudiated if the Seller fails to deliver any one or more of the instalments or if the Buyer has a claim in respect of any one or more of the instalments.
6.10. Goods shall not be returned to the Seller without prior arrangement confirmed in writing by the Seller.
6.11. In the event, the Buyer requests a delay in delivery of the Goods, which request is made less than 2 working days prior to the agreed date for delivery, the Seller reserves the right to charge, and the Buyer shall pay the full difference of any delivery cost of the Goods on the delayed date.

7. Risk and property

7.1. Risk of damage to or loss of the Goods will pass to the Buyer; (a) in the case of Goods delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or (b) in the case of Goods delivered otherwise than at the Seller's premises, on delivery at the agreed address.
7.2. Notwithstanding delivery and the passing of risk in the Goods, property in the Goods will not pass from the Seller until the Seller has received in cash or cleared sums full payment of the Price (if deferred payment terms not mutually agreed) and all other sums which are due, owing or payable by the Buyer to the Seller in respect of the Contract or any other Contract between the Seller and the Buyer and any payment schedule

8. Liability

8.1. D’BUTLER will not be liable for short delivery or defective Goods unless a claim from Buyer is notified to the Seller in writing (in accordance with Clause 10), within 2 working days of delivery. In each case, the notification must include the invoice number, delivery note number and details of the claim. In the case of a valid claim, the Seller may, in its sole discretion, replace the Goods (or the part in question) or refund to the Buyer the Price (or an appropriate proportion of the Price). The Seller will have no further liability to the Buyer in respect of the matters referred to in this Clause 8.1.
8.2. D’BUTLER will not be liable in any way for loss, damage, costs or expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any obligation under this Contract by reason of any event or circumstance outside the reasonable control of the Seller, (including but not limited to), any strikes, labor disputes, riots, insurrections, civil disturbances, natural calamities, shortages of labor or materials, fires‎ industrial action, failure of power supplies or equipment, Internet failures, electrical power ‎failures‎ government action or Act of God.

9. Insolvency of the buyer

9.1. If the D’BUTLER reasonably believes that the Buyer has or is about to cease trading or has become insolvent or has entered or is about to enter into receivership or liquidation, then D’BUTLER may terminate the contract or suspend any further deliveries under the contract without any liability to the Seller or D’BUTLER itself. If the Goods have been delivered but not paid for, the Price and all other amounts payable by the Buyer to the Seller shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. Notices

10.1. Any notice given or made under the Contract will be in writing (other than writing on the screen of a visual display unit or other similar device, which shall not be treated as writing for the purposes of this Clause).

11. Governing law and jurisdiction

11.1. The Contract shall be governed by and construed in accordance with Qatar law.
11.2. The parties irrevocably agree that the courts of Qatar are to have non-exclusive jurisdiction to settle any disputes which may arise in connection with the Contract.

12. Certification and testing of goods

12.1. Goods will only be tested to the standards as agreed in the order.
12.2. The Buyer shall be liable for the costs incurred for any certification or testing of goods unless otherwise agreed by the Seller in writing.

13. Guarantee

13.1. Delivery of goods on the condition that the goods are supplied within the manufactures guidelines and are not modified and/or damaged through any action or inaction of the Buyer.

14. Cencellation of order

The Buyer shall have the right to cancel any order for goods made directly through the D’BUTLER’s Electronic Traction Platform in the following circumstances:

14.1. For any reason, within 12 working hours after the seller receives the order, subject to the written approval of D’BUTLER.
14.2. in the case of faulty or defective goods within 5 working days of receipt of the goods. Notice of the wish to cancel must be made by any one of the following means; a) by leaving it at or posting it to the address of DBUTLER as mentioned in the contract (elsewhere) b) by emailing it from the authorized mail to the D’BUTLER’s official mail

15. Application and Acceptence of the terms

15.1. D’BUTLER may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to access or use the Services or the Sites, you agree that the amended and restated Terms will apply to you.
15.2. As a condition of client (Seller or Buyer who registered with D’BUTLER) access to and use of the Sites or Services, agree that the clients will comply with all applicable laws and regulations when accessing or using the Sites or Services.
15.3. The client agree that (a) will not copy, reproduce, download, re-publish, sell, distribute or resell any services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc., available on or through the Sites, and (b) will not copy, reproduce, download, compile or otherwise use any site Content for the purposes of operating a business that competes with D’BUTLER, or otherwise commercially exploiting the site content. systematic retrieval of site content from the sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from D’BUTLER is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
15.4. The client agrees not to undertake any action which may undermine the integrity of D’BUTLER’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
15.5. D’BUTLER and the client are independent entities, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the terms
15.6. D’BUTLER reserves the right in our sole discretion to remove, modify or reject any user content that the client ‎submit to, post or display on the D’BUTLER site which we reasonably believe is unlawful, violates the ‎terms, could subject D’BUTLER or our affiliates to liability, or is otherwise found inappropriate in ‎D’BUTLER’s sole discretion

16. Provision of services

16.1. Seller or Buyer shall register as a member with D’BUTLER in order to access and use services. Further, D’BUTLER reserves the right, without prior notice, to restrict access to or use of certain services (or any features within the Services) to paying users, or subject to other conditions that D’BUTLER may impose in our discretion.
16.2. D’BUTLER may launch, change, upgrade, impose conditions to, suspend, or stop any services (or any features within the services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to enjoy that Service.

17. Transactions between retailer and wholesaler

17.1. The DBUTLER provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. D’BUTLER additionally provides electronic web-based transaction platforms for members to place, accept, conclude, manage and fulfill their orders within the sites subject to the clauses. However, for any Services, D’BUTLER does not represent either the seller or the buyer in specific transactions. D’BUTLER does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the sites, the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.

18. Client Responsibilities

18.1. Each client will be required to provide information and material (if necessary) about your entity, business or products/services as part of the registration process on the sites for your access to and use of the services provided by D’BUTLER.
18.2. Each client represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Service is true, accurate, update and complete, and (b) each client will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
18.3. Upon becoming a trade partner with D’BUTLER, the client agrees to the inclusion of the contact information about client in D’BUTLER database and authorize D’BUTLER and its affiliates to share the contact information with other users or otherwise use client’s personal information in accordance with the privacy policy.