Agreement to Supply Fruits & Vegetables
This Agreement (hereinafter "Agreement"), is made effective as of July 1st, 2019, by and
between the following parties:
Doorstep Farm, hereinafter referred to as "DSF," having an address as Lahore, Pakistan and
Client, hereinafter referred to as "Client," having an address at Lahore, Pakistan
RECITALS:
WHEREAS, Client is desirous of services of fresh fruits and vegetables; as discussed below;
WHEREAS, DSF is skilled and capable in the services Client needs and would like to assist;
NOW, therefore, in consideration of the promises and covenants contained herein, the receipt
and sufficiency of which is acknowledged, the Parties do hereby agree as follows:
1. SCOPE
This Agreement sets forth the terms and conditions whereby DSF agrees to produce certain
Services (as described below) to the Client. DSF will be engaged for the limited purpose of
providing these Services to the Client.
2. NO EMPLOYMENT
Neither party is by virtue of this Agreement authorized as an agent, employee, or legal
representative of the other. Except as specifically set forth herein, neither party shall have the
power to control the activities and operations of the other and its status at all times will
continue to be that of an independent relationship.
3. DESCRIPTION OF SERVICES
The Client hereby engages the DSF, and the DSF accepts such engagement to provide purchase
and deliver required fruits, vegetables, and herbs as the needs arrives.
4. WARRANTIES
DSF will attempt to the best of their ability to provide the required products at the Client’s
quality standard. Client understands that due to conditions out of the control of DSF, at times
products may not be available, or available at the required quality.
5. NON-EXCLUSIVITY
DSF may provide services to any other client.
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6. AVAILABILITY
Orders must be placed prior to midnight on the day of delivery. Delivery will take place prior to
10:00 AM. Any orders placed after midnight will be made on a best available effort, at prices
outside of the set price (see section 8).
DSF will be unavailable on all public holidays. Client will agree to make arrangements
accordingly.
7. TERMS & CONDITIONS OF DELIVERY
1. The Goods shall be delivered to the Client at the DSF’s address. The risk in the Goods
shall pass to the Client upon such delivery taking place.
2. If the Client properly rejects any of the Goods which are not in accordance with the
contract, the Client shall nonetheless pay the full Price for such Goods unless the Client
gives notice of rejection to the DSF within 4 hours of the time of delivery and returns
such Goods to the DSF within 24 hours of delivery.
3. The Client will be provided an invoice for the items purchase. The Client has 24 hours
to contest any price level set. After 24 hours, the prices are considered accepted and
may not be contested or adjusted by the client.
4. DSF reserve the right to not to supply specific products, primarily if the supply is very
short (unavailable in the market) or the Client believes DSF purchase price is set high.
5. Any Goods deemed by the Client as poor quality; the Client must keep the goods, untouched for a possible collection by the DSF. If on collection DSF deems the goods to be
of suitable condition for sale, the Client may be liable for Administration and or
collection fees.
6. If for any reason beyond DSF reasonable control, DSF is unable to supply a particular
item, DSF is not liable to the Client. Please note that DSF will attempt to deliver an equal
or above equivalent product should the selected item be unavailable unless Client
requests DSF not to do so.
7. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
8. SERVICE FEES & EXPENSE
Cost of Goods
1. For orders placed prior to midnight, goods will be provided at the actual cost of purchase
from the wholesale market.
2. or other orders, goods will be provided at the prevailing local market rate plus a 20%
service fee plus 100 PKR delivery charge. This is referred to as “same day buying.”
Service Fee:
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Client will be billed a fixed monthly retainer in the amount of PKR 30,000 (twenty thousand
Pakistan Rupees).
9. CANCELLATION OF ORDER
Once an order has been placed. It cannot be canceled or modified in any way. If the client
wishes to increase the quantity of any item it is a new order, and requested after midnight, the
same day buying conditions will apply (see section 8.2)
10. PAYMENT TERMS
The service fee is due at the beginning of the month. Service will not commence without the
payment of the monthly retainer fee.
The client has the following options for payment for goods:
a. Cash payment upon delivery
b. Cash deposit with DSF. DSF will use the funds to make purchases on the behalf of the
client, maintain a client specific ledger. The minimum balance of the cash deposit is an
estimated 3 days average of daily purchases.
In the event of the agreement being canceled, the remaining balance will be returned within
seven working days. The service fee is nonrefundable.
11. TAXES
Client herein acknowledges that they shall be solely responsible for all of their federal, state,
and local taxes. Prices quote are net of al taxes of any kind.
12. GOOD FAITH
The Parties undertake to act in good faith with respect to each other’s rights under this
Agreement and to adopt all reasonable measures to ensure the realization of the objectives of
this Agreement.
13. GIFTS AND ENTERTAINMENT
Save for gifts of minimal value, the DSF and the Client agree to not exchange gifts between the
Parties. The prior written approval of the Company is required for the exchange of significant gifts
between the Company, its employees, representatives or agents and the Supplier.
14. INDEMNIFICATION
DSF and Client shall each defend, indemnify, and hold the other harmless (including all affiliates,
officers, directors, employees, agents, successors, and assigns) from and against all losses,
damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or
expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from
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bodily injury, death of any person, damage, real or intangible, to personal property resulting
from the other's acts or omissions or the breach of any representation, warranty, or obligation
under this Agreement.
15. SURVIVAL
Any provision of this Agreement which by its terms imposes continuing obligations on either of
the Parties shall survive termination of this Agreement.
16. CONFIDENTIAL OR PROPRIETARY INFORMATION:
DSF hereby acknowledges and agrees that DSF may receive confidential and/or proprietary
information relating to Client's business. Such information may include, but will not be limited
to, client lists, client notes, specifications, project information, plans, and/or technological
resources. The confidential and/or proprietary information is significantly important to Client's
business and it has been developed or obtained over time, with significant resources involved.
DSF understands and agrees that any unintended disclosure of any of the confidential and/or
proprietary information would be significantly detrimental to Client. As such, DSF agrees that
they shall:
 Not disclose the confidential and/or proprietary information by any means not
authorized by the Client to any third parties;
 Not copy or duplicate the confidential and/or proprietary information unless specifically
directed to do so by the Client;
 Not disclose the confidential and/or proprietary information by any unauthorized means
to any third parties for a period of at least one year following the termination of this
agreement;
 Not use the confidential and/or proprietary information for any purpose except those
expressly authorized by the Client;
 Inform Client immediately if DSF becomes aware of any unauthorized use or disclosure
of the confidential and/or proprietary information.
17. INTELLECTUAL PROPERTY:
DSF agrees that all inventions, trade secrets, confidential and/or proprietary information, and
work-product conceived, created or developed by DSF which are
a) related to the Client's actual business or research and development, or
b) developed, made, or discovered by DSF in the course of the performance of DSF's duties
for the Client.
DSF hereby assigns to the Client the entire right, title, and interest in and to any works created
under this Agreement and in and to all proprietary rights therein or based thereon including
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without limitation any and all copyrights, patents, trademarks, or other intellectual property
rights relating to all work.
Without limiting the foregoing, DSF agrees that all work which is protectable by copyright and
may constitute "works-made-for-hire" and shall be deemed to be works-made-for-hire for the
Client.
18. TERMINATION:
This Agreement may be immediately terminated in the event that there is a breach of the terms
by either Party.
This agreement will also immediately terminate upon the death of the DSF or Client, the
inability of the DSF to perform the Services because of a sudden and medically-documented
physical or mental disability, the liquidation, dissolution or discontinuance of the business of the
Client in any manner, or the filing of any petition by or against the Client or DSF under federal or
state bankruptcy or insolvency laws. This Agreement may also be terminated by either Party in
writing with one-week prior notice.
Upon termination, all fees and reimbursements shall be paid and provided to the DSF as they
have accrued up to the date of termination.
Upon expiration or termination of this agreement, or at any other time upon the Client's written
request, DSF shall promptly after such expiration or termination:
 Deliver to the Client all deliverables (whether complete or incomplete) and all hardware,
software, tools, equipment, or other materials provided for DSF's use by the Client;
 Deliver to the Client all tangible documents and materials (and any copies) containing,
reflecting, incorporating, or based on the Client's confidential or proprietary information,
as discussed further elsewhere in this Agreement;
 Permanently erase all of the confidential or proprietary information from any of the
DSF's computer systems; and
 Certify in writing to the Client that DSF has complied with the requirements of this
clause.
19. DISPUTE RESOLUTION
The Parties shall use their best efforts to settle amicably all disputes arising out of or in
connection with this Agreement or its interpretation. Nonetheless:
a) In case, no settlement can be reached within thirty (30) working days after receipt by
one Party of the other Party's request for such amicable settlement, it may be submitted
by either Party for settlement in accordance with the provisions of the Arbitration Act,
1940 (Act No. X of 1940) and of the Rules made there-under and any statutory
modifications thereto, with or without intervention of the court at Lahore.
b) The proceedings of arbitration shall be conducted in the English language.
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c) The arbitration shall be held in Lahore.
d) The decision of the arbitration is final.
20. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the internal laws of
Punjab, Pakistan without giving effect to any choice or conflict of law provision or rule. Each
party irrevocably submits to the exclusive jurisdiction and venue of the federal and provincial
courts located in Punjab, Pakistan in any legal suit, action, or proceeding arising out of or based
upon this Agreement or the Services provided hereunder.
21. COUNTERPARTS
This Agreement may be executed in counterparts, all of which shall constitute a single
agreement. The Agreement shall be effective as of the date set forth above.
22. FORCE MAJEURE
DSF is not liable for any failure to perform due to causes beyond its reasonable control
including, but not limited to, acts of God, acts of civil authorities, acts of military authorities,
riots, embargoes, acts of nature and natural disasters, and other acts which may be due to
unforeseen circumstances.
23. HEADINGS
Headings to this Agreement are for convenience only. Headings shall in no way affect the
provisions themselves and shall not be construed in any way that would limit or otherwise
affect the terms of this Agreement.
24. ENTIRE AGREEMENT / MODIFICATION
The agreement embodies the entire agreement between the Client and DSF relating to the
subject matter hereof. This Agreement may be changed, modified, or discharged only if agreed
to in writing by both parties.
25. NOTICES
All notices, requests, consents, claims, demands, waivers and other communications hereunder
(each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on
the first page of this Agreement. All notices shall be delivered by email or at the address which
the parties may designate to each other through personal delivery, nationally recognized
overnight courier (with all fees prepaid), or certified or registered mail (in each case, return
receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is
effective only if
a. the receiving party has received the Notice and
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b. the party giving the Notice has complied with the requirements of this Section.
IN WITNESS WHEREOF, the Parties execute this Agreement as follows:
Client:
Representative Name:________________________________
Representative Signature:_____________________________
Representative Title:_________________________________
Client Business Name:_______________________________
DSF:
Name:________________________________
Signature:_____________________________
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