Fulfillment Terms

1. Introduction

 

These additional terms for fulfilment (“Fulfilment Terms”) apply to any Brand that makes use of the fulfilment services as further described herein (“Fulfilment”), and shall integrally form part of the Terms. Where these Fulfilment Terms deviate from other Terms, the terms of the Fulfilment Terms shall prevail.

 

2. Definitions and Interpretations

1. Fulfilment Services means an optional Service provided by Draply to its Brands, where Brands can choose to have Draply facilitate the warehousing, order fulfillment and any related services relating to Goods. Draply does not operate these services itself, but uses a third party service provider to provide these services.
2. Fulfilment Service Form – means the form or any other confirmation in writing describing the specification of the Fulfilment Services that the Brand shall receive from Draply.
3. Warehouse means the warehouse where the Goods are stored by Draply on behalf of the Brand to provide the Fulfillment Services

3. Rights and Obligations of Draply

During the term of this Agreement,

1. Draply shall provide the Fulfilment Services to the Brand as mentioned in Annexure I – Scope of Work, to the extent these have been agreed in the Fulfilment Service Form.
2. As and wherever required, Draply may appoint third party contractors, agents, consultants and other service providers at its own discretion to offer the Services under this Agreement. No prior approval of the Brand shall be required when appointing such third party contractors, agents, consultants and other service providers.
3. Draply shall ensure the performance of the Services in a professional manner and in accordance with the terms and conditions of this Agreement, applicable Fenex guidelines and other relevant directions.

4. Rights and Obligations of the Brand

1. The Brand will maintain adequate stock of Goods in the Warehouse to ensure and maintain the order fill rate as defined by Draply.
2. The Brand will provide Order information to Draply within the time, using the systems and in the format as defined by Draply.
3. The Brand shall be solely liable for all damages and/or rejections resulting from mishandling of the Goods during transit until the delivery of the Goods to Warehouse.
4. The Brand shall also ensure the delivery of Goods to the Warehouse within adequate time to maintain the required order fill rate.
5. The Brand shall ensure that the transport vehicles used for pickup and delivery of the Goods shall have adequate storage and is apt for the Goods so that the Goods are not damaged.

5. Ownership of Goods

1. Brand shall remain the owner of the Goods which are in possession of Draply at all times and in no event shall any right, title or interest in the Goods pass to the Draply.
2. Draply shall hold the Goods delivered to it by or on behalf of Brand in trust as a bailee and shall not, directly or indirectly, create, incur, assume, or permit to be created, incurred or assumed, any claim, lien, charge or encumbrance of any nature whatsoever in favour of a third party over any Goods and shall procure that the Goods remain free from any liens, charges or other security interests and that no person other than Client shall have any claims to title thereon.

6. Fees, Invoicing and Payments

1. Fulfillment Fees
   For the Services the Brand shall pay the fees as specified in the Fulfilment Service Form and any other fees as described in this Agreement or specifically agreed between the Brand and Draply in writing (the Fees).
2. VAT
   All Fees are excluding any applicable VAT unless explicitly described otherwise.
3. Out-of-plan fees
   Draply facilitates the option to, instead of upgrading to a larger plan, upgrade the current plan with additional features. The additional features and Fees connected to these upgrades shall become part of the Contract as per the date as confirmed in writing by Draply and shall be included on the invoice in the month following the month wherein the Out-of-plan costs were incurred.
4. Invoicing
   Draply will invoice all the Brand for the Fees (possibly in advance) as per the invoicing period as specified in the Fulfilment Service Form, or will subtract the Fees from payouts to the Brand resulting from the Platform.
5. Payments
   All payments made by a Brand under this Agreement are non-refundable and shall be made via the automatic payment method specified in the Fulfilment Service Form or otherwise as agreed between the Brand and Draply. All payment dates are firm dates and upon the expiration of a payment date the Brand shall be immediately in default without any notice being required. Without prejudice to any other rights and remedies available to Draply, in the event of a late payment, failed attempt to charge the credit card and/or failed attempt to debit cash via direct debit, Draply is entitled to charge administration costs of EUR 5 to cover its expenses.
6. Adjustments
   Draply is entitled to adjust the Fees on an annual basis. Draply shall notify the Brand of the Fee adjustment at least 30 days in advance. If the Brand does not agree with the Fee adjustment, it shall be entitled to raise an objection within 7 business days of notification received by Draply.

7. Insurance

1. Draply shall ensure the Warehouse is insured with financially sound and reputable insurers, and the insurance is against such casualties and contingencies, of such types, on such terms and in such amounts as is consistent with good industry practice.
2. The insurance shall include those for workmen compensation, occupational disease, site machinery and equipment, and such other insurances as may be required under any Applicable Law.
3. The Brand shall insure the Goods against loss, theft, damage, etc. at all times including while in the care and custody of Ordechamp

8. Liability and Limitation of Damages related to Fulfillment

1. Draply shall not be liable for any loss or damage to Goods tendered, stored or handled however caused unless such loss or damage resulted from the failure by Draply or Draply’s authorized agents to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances and Draply shall not be liable for damages which could not have been avoided by the exercise of such care.
2. Where loss or damage occurs to tendered, stored or handled Goods, for which Draply is not liable, the Brand shall be responsible for the cost of removing and disposing of such Goods.
3. To the extent legally possible, Draply does not assume, nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision of the Service and the use of the Platform. In no event shall Draply be liable to a Brand or to any third party for any loss of profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from the Brand’s use of the Services, even if Draply has been advised of the possibility of such damages.

9. Duration, Extension and Termination for Fulfillment Services

1. Term
   The Service Contract for the Fulfilment Services shall have an initial term of twelve months or any other term as specified in the Fulfilment Service Form (the Initial Term).
2. Renewal
   Upon expiry of the Initial Term, the term of the Service Contract shall automatically renew for periods of 1 month continuously, unless specified otherwise in the Fulfilment Service Form (Renewal Term).
3. Termination
   This Agreement may be terminated by either Party without assigning any reason thereof at any time by giving 90 days prior notice to the other Party; provided however that neither Party may terminate this Agreement under this Clause 12c until the expiry of 12 months from the date hereof.
4. Termination by Draply
   Draply is entitled to terminate the Service Contract with immediate effect by giving the Brand written notice without any liability for damages, in the event of: a breach by the Brand of its obligations of the Service Contract which, to the extent possible and upon receipt of a notice thereof with a reasonable remedy period from Draply, the Brand has not remedied, The (impending) suspension of payments or bankruptcy of the User.
5. Consequences of Termination
   ● Unless otherwise directed by Client, Draply will deliver to the Brand all Goods in its possession or control or in any other part of the Facilities in the same form and condition as when delivered to it without causing any damage or loss thereto;
   ● Both Parties shall be relieved of their respective rights and obligations under the Agreement save such rights, obligations and liabilities which (i) accrued prior to such termination; and (ii) survive termination of this Agreement;
   ● The Brand shall not be liable to make any payment to Draply any other than for services provided by Draply till the date of termination hereof save and except any statutory liability arising in future and not part of the present agreement;
   ● Each Party shall forthwith return to the other Party the property of such other Party including, but not limited to, all documentation and Confidential Information including details of future sales plans or models together with any copies thereof or any other documents entrusted to such other Party during the Term and hardware and software relating to this Agreement;
   ● The Brand shall forthwith but in any event within seven days of termination, remove, at its cost and expense, all Goods lying with Draply or at Draply’s Facilities at the time of termination. The Brand shall be liable for penal storage charges at the rate calculated as twice the standard storage charges of the Draply in respect of any Goods that the Brand fails to remove in a timely manner. Parties agree that the aforesaid constitutes a reasonable pre-estimate of the damages and loss suffered by Draply as a result of default by the Brand in removing its Goods after termination.
   ● Termination of the Service Contract by Draply shall not limit the User’s obligation to pay all applicable fees and shall be without prejudice to any other remedies available to Draply.
6. Survival of other provisions
   After termination of the Service Contract, regardless of the nature, the provisions that are intended by their terms to survive the Service Contract will remain valid and in force.

Annex A – Fulfilment Scope of Work

Draply shall provide the following services:

 

Annex A1. Inward of Goods

1. Prior to accepting delivery of the Goods, Draply shall inspect the Goods to verify that the Goods are not damaged, and are as per the specifications and quantity as communicated by the Brand and set out in the delivery receipt.
2. Inspection of the Goods implies visual inspection of the Goods to verify the colour, size and item count only.
3. At the time of taking delivery:
   · Any discrepancy in the quantity of goods (whether short or excess) shall be communicated to the Brand
   · Discrepancies or deviations in the quality of Goods shall be communicated to the Brand
4. If any other method of inspection of the Goods is required, then the guidelines will have to be provided by the Brand and will have to be mutually agreed by the Brand and Draply. Draply reserves the right to charge suitable extra fees for the inspection of Goods as per the mutually agreed guidelines.

Annex A2. Storage of Goods & Inventory Management

1. Draply shall store the Goods delivered at the Facilities in accordance with the provisions of this Agreement.
2. Put-away the inventory after inward and and update inventory in the system
3. Count the stock on sampling basis as and when required
4. Draply shall not tamper with the Goods and shall at all times ensure that there is no deterioration in the quality of the Goods and the packaging is not tampered with when the Goods are in its possession or under its control.
5. At all times during the Term, store and handle the Goods with due care and prudence and shall ensure that the Goods are not exposed to any danger including theft or pilferage.
6. The Goods of the Brand will be stored in a warehouse location as designated by Draply.
7. Draply shall take suitable safety precautions to prevent theft or pilferage at or from the Facilities.

Annex A3. Order Processing, Dispatch & Returns

1. Draply shall receive customer orders from the Brand from the Platform, other third party internet platforms, Brand’s own websites, and other retailers & distributors.
2. Upon receipt of the said orders, Draply shall:
   · Pick the items and inspect them
   · Pack the items securely
   · Dispatch the items using Draply’s network of carriers
3. If any customer order contains goods of more than one Brand, then wherever required Draply shall pick, pack and dispatch the Goods of the Brand with those of other Brands.
4. Accept returns from customers against the Brand’s request and process in accordance with the agreed process

Annex A4. Data and Inventory Tracking

1. Draply will provide all the necessary data and stock information related to the Goods and orders to the Brand, to enable the Brand to adequately manage their inventory levels.

Annex A5. Miscellaneous

1. Keep the warehouse operational during operating hours.
2. At its sole cost and expense, maintain the Facilities and necessary furniture, fixtures, facilities, equipment, resources and infrastructure therein in good and proper working condition and order and shall bear any and all costs and expenses in relation to maintenance and repair.
3. Undertake all necessary documentation associated with receipt, storage and handling of the Goods, including inventory and material balance documentation and maintain accurate and up-to date documentation in relation to the Goods in the format desired by Brand from time to time