Terms & Conditions


 Terms and conditions for DrobalExpress Ltd. Merchants


Welcome to DROBALEXPRESS LTD., a legally incorporated entity in Bangladesh (referred to as "DrobalExpress Ltd."). Specializing in a wide range of delivery and pick-up services, with a primary focus on facilitating seamless e-commerce transactions. This electronic agreement ("Agreement") serves as a binding contract between you (referred to as "Client") and DrobalExpress Ltd..

 

By clicking the "I accept" button and subsequently utilizing DrobalExpress Ltd.'s services, you expressly acknowledge and accept the terms outlined in this electronic contract. Please be aware that these Terms and Conditions are subject to periodic updates, and any modifications will be considered effective from the date of the initial service rendered to you.

 

In the context of this Agreement, both you and DrobalExpress Ltd. are individually addressed as a "Party," collectively referred to as the "Parties." We appreciate your attention to these terms and look forward to providing you with exceptional service.

 

DELIVERY SERVICES SCOPE

DrobalExpress Ltd. offers a range of Fulfillment Services that the Client can access and utilize. These services include:

  1. Forward Leg Deliveries:
    • Transportation of goods from the Client to its customer, involving logistics such as picking up invoiced goods from the Client’s premises, transporting them to DrobalExpress Ltd.’s facility, and dispatching them to the Client’s customer.
  1. Reverse Pickups:
    • Pickup of goods from the Client’s customers and delivery to the Client’s designated address.
  1. Cash on Delivery (CoD) Services:
    • Handling cash for Forward Leg Deliveries, including cash collection upon product delivery to the Client’s customers.

A comprehensive list of serviceable pin codes within DrobalExpress Ltd.'s territory is outlined in Schedule 2, along with timelines for completing Fulfillment Services in these areas. DrobalExpress Ltd. will exclusively provide Fulfillment Services for these specified locations. The Serviceable Area List may be updated by DrobalExpress Ltd. at its sole discretion, without prior notice to the Client.

CLIENT RESPONSIBILITIES

The Client acknowledges that the direct contractual relationship with DrobalExpress Ltd. rests solely with them (i.e., the Merchant). All rights, claims, and liabilities pertain exclusively to the Client. DrobalExpress Ltd. holds no duty or obligation to end recipients and will not address claims or complaints from them. In such instances, the Client is solely responsible for resolving issues with end recipients.

The Client must ensure that product packaging is secure, appropriate for transportation, and compliant with applicable laws. Additionally, the goods for delivery must be prepared for pickup at the designated time; failure to do so may result in additional fees.

The Client is responsible for verifying that the goods inside the package match their description on outer packaging/documentation. Any discrepancies leading to lost or damaged goods, where the actual content does not match the description provided by the Client, will not be compensated by DrobalExpress Ltd.. Such practices constitute a material breach of company policies, allowing DrobalExpress Ltd. to refuse service and ban the client from using the company’s products and services.

The Client must not handover any Banned Goods (banned, restricted, illegal, prohibited, stolen, infringing third-party rights, hazardous, or in breach of tax laws).

Upon request, the Client must provide forecasting reports, as suggested by DrobalExpress Ltd., forecasting the potential Fulfillment Services requirement. Additionally, DrobalExpress Ltd. may request ad hoc or periodic information regarding the nature and volume of consignments requiring Fulfillment Services.

 

DROBALEXPRESS LTD. RESPONSIBILITIES

DrobalExpress Ltd. is committed to delivering Fulfilment Services with a high level of expertise and adherence to relevant laws.

The selection, hiring, assignment, and supervision of fulfilment personnel are the exclusive responsibilities of DrobalExpress Ltd.. This ensures the provision of Fulfilment Services in alignment with the terms stipulated in this Agreement.

DrobalExpress Ltd. bears sole responsibility for the disbursement of salaries, wages, and other obligatory payments, encompassing provident fund contributions and gratuity, for its fulfilment personnel. The Client is absolved of any liability in this regard.

In the event that the Client raises concerns about the conduct or performance of any DrobalExpress Ltd. fulfilment personnel, DrobalExpress Ltd., following an investigation and as deemed appropriate at its sole discretion, will take measures to ensure that such personnel no longer serve the Client. It is important to note that there is no obligation to pursue further action, unless mandated by applicable law

 

DrobalExpress Ltd. is committed to ensuring that, following the successful delivery of a package to the Client's customer, an SMS notification is promptly dispatched to the said customer. The timing of the delivery SMS will serve as the conclusive point of service completion ("Conclusion Point"). In the absence of any valid disputes raised by the Client within the stipulated timelines outlined in Clause 3 under Client Obligations, the SMS notification shall stand as the definitive and conclusive evidence of the Fulfilment Services' fulfillment for that specific Client consignment.

The transfer of cash collected through the Cash on Delivery (COD) Services to the Client's designated account will be facilitated by DrobalExpress Ltd. from Sunday to Thursday each week. This transaction will be carried out via bank account transfer or through BKASH, as mutually agreed upon with the Client.

 

DrobalExpress Ltd. Reservation of Rights

DrobalExpress Ltd. retains the authority, to be executed by its staff, to decline acceptance of any product or package supplied by the Client, with notification to the Client, based on various grounds, including but not limited to:

  1. Inadequate packaging
  2. Absence of invoices or essential documentation
  3. Delivery location falling outside the Serviceable Area List
  4. Transportation of Banned Goods
  5. Product value surpassing specified thresholds without adequate insurance coverage

DrobalExpress Ltd. holds the right to implement a lien, withhold, and offset any funds received from the Client's customers through Cash on Delivery (CoD) Services against outstanding dues from the Client. This action will be taken for any amounts remaining unpaid beyond the stipulated payment due date, as detailed in the FEES AND PAYMENT TERMS section (Clause 7).

DrobalExpress Ltd. assumes no liability for compensation in the event that items belonging to the following categories are discovered to be insufficiently packed for prompt and secure delivery/transportation by the delivery personnel:

  1. Fragile Items
  2. Liquid Items
  3. Cooked food/easily perishable items

 

Representations and Assurances

DrobalExpress Ltd. affirms and guarantees the following:

  1. It possesses complete authority, absolute power, and competence to deliver Fulfilment Services, fulfilling all obligations under this Agreement, inclusive of essential licenses, permits, and approvals according to relevant laws.
  2. It engages and retains a proficient workforce adequately trained to provide Fulfilment Services.

The Client asserts and guarantees:

  1. The following aspects concerning the Client adhere to good order and comply with all relevant laws and regulations: organizational standing; legitimate business activity; corporate power and authorization; governmental approvals; proprietary information agreements with employees. Furthermore, there has been no restriction imposed by any regulatory authority on conducting business.
  2. It holds all necessary rights and licenses for goods or any other content provided to DrobalExpress Ltd. for Fulfilment Services. The Client assures DrobalExpress Ltd. that activities undertaken on behalf of the Client will not violate any third-party rights or licenses.
  3. It ensures that goods or any provided content to DrobalExpress Ltd. do not contain Banned Goods, offensive/derogatory/explicit/perverse material to any specific race, gender, or class, and do not breach any applicable laws.
  4. It commits to compliance with all regulatory requirements related to taxes, levies, etc. (including but not limited to VAT, service taxes, octroi, local body taxes, etc.) as applicable. The Client assumes sole responsibility for penalties imposed by any regulatory authority due to non-compliance.
  5. The Client is exclusively accountable for any confiscation/seizure/disposal of goods by any regulatory authority due to law violations or failure to comply with regulatory requirements during the provision of Fulfilment Services by DrobalExpress Ltd., even with prior advisement from DrobalExpress Ltd..

FEES AND PAYMENT TERMS

 

The compensation due to DrobalExpress Ltd. for the provision of Services ("Fees") includes VAT and is presented to the Client as is, with the possibility of periodic adjustments.

All applicable taxes on the Fees for the services provided are the responsibility of the Client.

DrobalExpress Ltd. will issue an invoice to the Client at the end of each calendar month for the Fulfilment Services performed in the preceding month. The terms outlined in this Agreement require the Client to settle the invoice within fifteen (15) days from the date of its submission.

In the event of any dispute regarding an invoice (or any part thereof) issued by DrobalExpress Ltd., the Client must notify the discrepancy within 7 (seven) days of receiving the invoice. Failure to provide timely notice will result in the invoice being deemed undisputed and must be paid in full within the stipulated timeframe mentioned above.

 

DrobalExpress Ltd. Systems Integrations and Technical Support

 

DrobalExpress Ltd. will furnish an online administrative panel on its website, facilitating the Client's management and communication of requirements for Fulfilment Services, as well as supervising their execution.

The digital tools and panels provided by DrobalExpress Ltd. to the Client, collectively referred to as 'DrobalExpress Ltd. Digital Resources,' are offered on an 'as is' basis, without any warranty, including fitness for a particular purpose. The Client's utilization or integration of these resources is undertaken at its own risk and discretion.

All rights, title, interest, and intellectual property associated with the DrobalExpress Ltd. Digital Resources shall remain exclusively vested in DrobalExpress Ltd.. The Client is granted a limited, terminable, non-exclusive license to use these resources solely for the duration of this Agreement.

 

LIMITATION OF LIABILITY

In the event that a consignment of goods/products entrusted to DrobalExpress Ltd. by the Client remains undelivered to the Client or the Client's customer for a period of 30 days from the date of handover, such consignment shall be deemed 'Lost.'

Regarding Lost or damaged consignments during a Forward Leg Delivery, where the loss or damage is attributable to the fault of DrobalExpress Ltd. personnel after the consignment handover, the Client acknowledges and agrees that DrobalExpress Ltd.'s liability shall be restricted to the lesser of the invoice value or BDT 1,000 (One Thousand).

Concerning Lost consignments during a Reverse Pick-up, the Client agrees that DrobalExpress Ltd.'s liability shall be capped at the invoice value or BDT 1,000 (One Thousand). This liability is applicable solely in 'Lost' cases, and no liability is assumed for damaged consignments in Reverse Pick-ups.

For Lost or damaged consignments exceeding a value of BDT 1,000 (One Thousand), DrobalExpress Ltd. will furnish a scanned copy of the certificate of facts ("COF") within 10 working days upon receiving a request from the Client. DrobalExpress Ltd.'s liability is capped at BDT 1,000 (One Thousand), unless the provided COF is rejected by the Client's insurance provider, in which case DrobalExpress Ltd. will furnish a revised COF within 14 working days.

It is mutually agreed that under no circumstances shall DrobalExpress Ltd.'s liability, whether for loss, damage, or any other events during Forward Leg Delivery or Reverse Pick-up, exceed BDT 1,000 (One Thousand).

DrobalExpress Ltd. shall not, under any circumstance, be liable to any party other than the Service Requestor, whether in contract, tort, or otherwise, for indirect, special, incidental, exemplary, punitive, or consequential damages of any nature, even if advised of the possibility of such damages.

 

CONFIDENTIALITY CLAUSE

Both involved parties commit to maintaining the confidentiality of any sensitive information. This obligation extends to ensuring that their respective officers, employees, agents, affiliates, and professional advisors also uphold this confidentiality. The Confidential Information is to be utilized solely for the purpose of providing Delivery Services and fulfilling obligations under this Agreement.

The term "Confidential Information" encompasses all technical and non-technical data related to the business and operations of either party, acquired both before and after the Agreement's effective date. Additionally, any information explicitly marked as confidential by either party falls under this category. Notably, DrobalExpress Ltd. Digital Resources are expressly identified as part of DrobalExpress Ltd.’s Confidential Information, and the Client is prohibited from disclosing them to third parties.

 

Indemnification Clause:

The Client hereby agrees to indemnify, defend, and absolve DrobalExpress Ltd. from any and all claims, demands, actions, liabilities, costs, interest, damages, and expenses, including legal and other associated costs, charges, and expenses. This indemnification encompasses, but is not limited to, situations arising from (a) any wrongful or negligent acts or omissions committed by the Client or any person engaged by the Client; (b) any breach of the Client's obligations stipulated in this Agreement; (c) any third-party actions or claims brought against the Client; and (d) any violation of applicable laws by the Client. The rights, powers, privileges, and remedies granted in this indemnity are cumulative and not exclusive of any rights, powers, privileges, or remedies afforded by law

 

Assignment Clause:

Neither party can transfer this Agreement or any associated rights and obligations without prior written consent from the other party. Any attempted assignment without consent is void. However, DrobalExpress Ltd. may assign rights and obligations to its affiliates, group companies, or subsidiaries, with a 24-hour written notice to the Client.

 

Force Majeure:

If either party is unable to fulfill obligations due to force majeure events such as earthquakes, typhoons, floods, terrorism, or other unforeseen events beyond their control, the affected party must promptly notify the other party. Detailed information and documents supporting the force majeure event must be provided within fifteen (15) days. During such events, neither party is liable for damages or increased costs, and it does not constitute a breach of the Agreement. The affected party will make reasonable efforts to minimize the effects and resume performance promptly.

Law and Jurisdiction:

This Agreement, its terms, and disputes related to it are governed by Bangladesh laws. Disputes will be exclusively under the jurisdiction of the courts in Dhaka.

Compliance:

Each party agrees to comply with local laws, ordinances, and codes while performing obligations under this Agreement. If a party becomes aware of any violation, it must take immediate steps to remedy it. Additionally, both parties will maintain proper records, including accounting records, as required by applicable laws, codes of practice, or corporate policies.

Severability:

If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions remain unaffected. The parties will replace the invalid provision with a mutually acceptable one that aligns with the original intention of the Agreement.