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MURATA MACHINERY BANGLADESH LTD.
Paradise Tower ( sth Floor), Plot # 11, Road # 2
Sector # 03, Uttara, Dhaka-1230, Bangladesh
Te : +88(02) 48s55001, Fax: +88(02) 48955002
Web: www.rnuraiecbd.com
SERVICE C ONTRACT AGKEEMENT
THIS AGREf,MENT is made on this the 5'h day of May, 2018 at Dhaka.
BYAND BETWEEN
MIIRATA MACHINERY BANGLADESH LTD, a Private Limited Company, and having its office at
Paradise Tolr'er 1S" Ft;, flot: t t, Sector:3, Dhaka 1230, Bangladesh (hereinafter refered to as ..MBD,',
which expression shall, unless it be repugnant to the meaning or context thereof, mean and include its
successors and permitted assigns) ofthe ONE PART
ANI)
MD. ANJARUL ISLAM, an individual curently residing at House # 55, Road # 05, Sector # 09,
Uttara, Dhaka-1230 and having a permanent address Vill: Maielmari, P.O: Nowpara, p.S: Gangni, Dist:
Meherpur, Bangladesh (hereinafter referred to as "MAI", which expression shall, unless it be repugnant
to the meaning or context thereofmean and include its successors and permitted assigns) ofthe OTHER
PART,
Hereinafter individually referred to as 'Party' and collectively referred to as .parties,;
WHEREAS, MBD is a Private Limited registered in Bangladesh, and has an expertise in rendering
engineering services to the textile industry.
AND WHEREAS, MAI is an individual residing in Bangladesh, and is involved in rendering
engineering services to the textile industry.
AND WHEREAS, MBD is desirous of appointing "MAID as a Service contractor, and who is in the
business ofproviding engineering services, and has an expertise in rendering services in the Territory.
AND WHEREAS, MBD and MAI are desirous of recording the terms and conditions on which "MAI,,
shall work for MBD as a Service Contractor within the Territorv.
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MURATA MACHINERY BANGLAOESH LTD.
Paradise Tower ( sih Floor), Ploi # 11, Road # 2
Sector # 03, LJttara, Dhaka-1230, Bangladesh
Tel: +88(02) 489s5001, Fax: +88(02) 48955002
Web: wwl,v. rr uratecbd. com
NOW, THER-EFOR-E, THIS AGRf,EMENT WITNESSETII, A}[D IT IS HEREBY AGREED BY
AND BETWEEN THE PARTIES IIERETO AS FOLLOWS :
I. EFFf,CTIVf,DATEANDTERM
This Agreement shall commence on the 5th of May, 2018 and shall continue to remain in force
for (l2) twelve months or till such earlier time that the agreement is terminated in accordance
with Afticle 1 1.
2. TERRITORY
Territory shall mean to include the geographical limit of Bangladesh and shall be the area where
MBD renders Services.
3. CUSTOMERS
Customers shall mean the customers of MBD.
4. MACHINERY
Machinery shall mean all the textile machinery produced and sold by Murata Machinery, Ltd.,
which are sold within the Territory.
5. SER!'ICES
It is agreed to between the Parties that pursuant to this agreement MAI shall render the
following services to MBD within the Tenitory, after MAI receives a written order from MBI)
directing MAI to do sol
(a) It shall provide modification/conversion services in accordance with Afiicle 8, to the
Customers using the Machinery.
MAI shall strictly follow MBD's procedures, and standard terms and conditions, and its
instructions issued from time to time for rendering the abovemeniioned Services.
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6.
7.
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IVIURATA MACHINERY BANGLADESH LTD.
Paradise Tower ( sth Floor), Plot # 11, Road # 2
Secior # 03, Ultara, Dhaka-1230, Bangladesh
Tel: +88(02) 48955001 , Fax: +88(02) 48955002
Web: www.muratecbd.com
MODIFICATION WORK
MAI, shall upon receiving a written order from MBD, immediately go to the site of the
Customer(s) where it shall through its own resources undertake the modificatiorVconversion
work on the Machinery for such clients. During the course ofthe modification/conversion work
on the Machinery, MAI covenarts to exercise such care and concern as would be normally
required in such work on the Machinery. Should there be any damage to such Machinery during
the course of this work, MAI shall take complete responsibility, and covenants to indemnifi
MBD of any such costs it may incur in rectifling or replacing any Machinery that may be
damaged.
CONSIDERATION
For carrying out the Activities MAI is entitled to the following from MBD:
>> A monthly service contract fee ofTaka 20,000/= (Taka Twenty Thousand Only).
>> You will also receive a Daily Allowance of Tk. 300/day during your contract period. And
this D,uA witl be given for everyday actually worked by you at a customer's mill on his
machine. This D/A is not payable for days spent by you at the office or on holidays, and is
payable for the previous month in the subsequent month after a submission and verification
of the necessary travel,/work documents. No bonuses will be given during contract period.
And no leave is allowed except weekly & national holidays.
>> Reimbursement oftravel expenses that shall be subject to the following:
. Public/local transport such as buses and sleeper class in trains;
i Transport by public/local transportation where the customer does not provide
transport.
TERMS
(a) MAI shall not carry out any work on the customer's machine other than that what has
been instructed for execution by MBD.
(b) The hours of work carried out by the MAI's personnel shall be eight (8) hours a day, and
no overtime shall be paid.
(c) MAI shall not collect any charge/reimbursement from the customer whatsoever.
(d) MAI shall not establish direct contact with any customer(s) of MBD.
8.
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l-
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MURATA MACHINERY BANGLADESH LTD.
Paradise Tower ( sth Floor), Plot # 1'1, Road # 2
Sector # 03, lJltara, Dhaka-1230, Bangladesh
J,"J,lifl l,'J.ii,1il33l;trx: +88(02 ) 48e55002
(e) If MAI is found to not have adhered to the work guidelines set out by MBD, then MAI
shall, if so requested by MBD, withdraw from all future jobs requested by MBD.
MAI shall, during the execution of jobs instructed by MBD maintain proper discipline,
time, etc., and do all other things as may be required to preserve the brand image and name
of MBD in the market and amongst its customers.
MAI shall not have any right to enter into any contract for and on behalf of MBD and/or
to bind MBD in any way whatsoever.
MAI shall not describe itself as an agent or representative of MBD except as expressly
authorised by this Agreement, which is that of a Service Contractor of MBD.
None of the provisions of this Agreement shall be deemed to constitute a partnership or
any other relationship between the parties hereto whereby MAI may act and or bind MBD
in derogation ofthe terms and conditions ofthis Agreement, whether express or implied.
O MAI alone shall be responsible for its omissions and commissions, and shall not be
deemed to be acting for and or on behalf of MBD when acting in contravention of any
law or in breach of any contract.
(k) This Agreement shall not restrict MAI from carrying on other businesses or contracts'with
any other party, including agency business / contracts, to the extent that carrying on of
such other businesses by MAI would not be prejudicial to the interest of MBD.
INVOICING AND MAINTf,NANCE OF RECORDS
MAI shall prepare and submit a monthly invoice for the setvices rendered by it to MBD, and
MBD shall after satisfuing itself about its accuracy and authenticity, make payment by crossed
.cheque favouring MAI, after deduction ofall tares as applicable, accordingly.
The monthly service contract fee shall be payable on the submission ofthe following documents
in the original:
Service Report signed by the MAI and the customer
Working Hour Sheet certified and signed by the customer
Travel Expense Report signed by the MAI
(g)
(h)
(i)
9.
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10.
11.
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MURATA MACHINERY BANGLAOESH LTD.
Paradise Tower ( sth Floor), plot # 11, Road # 2
Sector # 03, Uflara, Dhaka 1230, Bangladesh
;"J,ii'#:I:LT:8::"TX: +88(02) 48s55002
Travel expenses shall be reimbursed on the submission of the following documents in the
original:
Bus/Train tickets
Completed conveyance expense statements for travel by public/local transpo(
with respect to the Activities MAI shall maintain proper records of the time spent, records of
the places visited, and the nature of work undertaken, etc., and MAI shall upon a request from
MBD make available its books and records to MBD for inspection as regards any of the claims
raised by it.
APPROVALS
This Agreement shall be subject to MAI obtaining the necessary approvals under the laws to
carry out the Activities under the terms and conditions mentioned herein.
TERMINATION
(a) without prejudice to any pre-existing liability of either pa,ty hereto to the other, MBD
shall be entitled to terminate this Agreement, if MAI commits a material breach of any
term of this Agreement (whether express or implied), by giving MAI forty eight (4g)
hours' prior notice in writing. On the expiry of the said forty eight (4g) hours, notice
period, this Agreement shall stand terminated.
(b) without prejudice to any pre-existing liability of either party hereto to the other, either
parfy may terminate this Ageement, for any reason or no reason, with or without cause, at
any time during the term of this Agreement, by giving forty eight (4g) hours,prior written
' notice to the other party. on the expiry ofthe said forty eight (4g) hours, notice period,
this Agreement shall stand terminated.
(c) In the event of a termination by either party in accordance with any of the provisions of
this Agreement, neither party shall be tiable to the other, because of such termination, for
compensation, reimbursement or damage on account of the loss of prospective profits or
on account of expenditures, inventory, investments, leases or commitments in connection
with the business or goodwill of MAI or MBD.
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MURATA MACHINERY BANGLADESH LTD.
Paradise Tower ( sth Flooo, Plot # 11, Road # 2
Sector # 03 Uttara, Dhaka 1230, Bangladesh
Tel: +88(02)4895500'1, Fax: +88(02) 48955002
Web: www.rnuratecbd.corn
(d) The termination of this Agreement shall not affect the payments due hereunder and the
same shall continue to be made promptly.
12. RESOLUTION OF DISPUTES
(a) If any dispute or difference shall arise between the parties hereto as to the interpretation of
this Agreement or any covenants or conditions thereof or as to the rights, duties or
Iiabilities of any party hereunder or as to any act, matter or thing arising out of or relating
to or under this Agreement (even though the Agreement may have been terminated), the
same shall be referred to a court of law under the Dhakajurisdiction.
(b) Pending the completion ofany legal proceedings, payments not in dispute shall continue to
be made, and obligations not in dispute shall continue to be performed.
13. TAXES, CESS, CHARGES et al.
lt is agreed to between the parties that MAI shall be liable for any applicable taxes that may
arise with regard to the Services rendered within such Territory.
It is agreed to between the parties that MAI shall be liable to insure itself against death and
disability suffered during the discharge of their duties or otherwise, and shall bear the costs of
such insurance.
It is agreed to between the parties that MAI shall be liable to bear any medical expenses of its
engineers that may be incurred during the discharge oftheir duties or otherwise.
14. .COMPLIANCE WITH LAWS
Both the parties hereto shall at all times, and at their own expense -
(a) strictly comply with all applicable laws, rules, regulations and govemmental orders, now
or hereafter in effect, relating to their performance under this Agreement;
(b) pay all fees and other charges required by such laws, rules, regulations and orders; and
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MURATA MACHINERY BANGLADESH LTO.
Paradise Tower ( 5th Floor), Ploi # 11, Road # 2
Sector # 03, Uttara, Dhaka-1230, Banqladesh
Tel: +88(02) 48955001, Fax: +88(02) 48955002
Web: wwr /.muratecbd.com
(c) maintain in full force and effect all licences, permits, authorisations, registrations and
qualifications from all applicable governmental departments and agencies to the extent
necessary to perform their obligations hereunder.
LIMITATION OF LIABILITY
Notwithstanding any other provision ofthis Agreement, in no event shall MBD be liable for any
special, incidental, or consequential damages, including, but not limited to, loss of profits or
revenue, or any loss, as the case may be, related to such claims by the clients which arise due to
such conduct of MAI or its appointed sub-agent(s) which is either in derogation of this
Agreement or beyond its scope.
AMENDMENTS
No amendment or modification of this Agreement and no waiver of any of the terms or
conditions hereof shall be valid or binding unless made in writing and duly executed by both the
parties.
NOTICtrS
Any notice or other communication provided for in this Agreement shall be in writing and shall
be transmitted
by postage prepaid registered mail or recognised courier service, or
by telex, cable or facsimile transmission to the paties as follows, as elected by the party
giving such notice.
ln the case of notices to MBD
To
Murata Machinery Bangladesh Ltd
Paradise Tower (5'h Fl), Plot: 1 I
Sector:3, Uttara, Dhaka-l 2 I 5
Telephone +880-(0)-2-4895500 I
Fa,r +880-(0)-2-48955002
16.
17.
(a)
(b)
A.
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MURATA MACHINERY BANGLADESH LTD.
Paradise Tower ( sth Floor), Plot # 11, Road # 2
Sector # 03, Uttara, Dhaka-1230, Bangladesh
Tel: +88(02) 48955001, Fax: +88(02) 48955002
Web: www.muratecbd.com
For the Attention of Mr Salahuddin Ahmed
B. In the case of notices to MAI
To
Md. Anjarul Islam
Vill: Maielmari
, P.O. Nowpara
P.S: Gangni, Dist: Meherpur
Telephone +8 80-(0)- 1'939 -039 4 43
For the Attention of Mr. Anjarul Islam
All notices or other communications shall be deemed to have been validly given on
(a) the expiry ofseven days after posting iftransmitted by airmail, or
(b) the date ofreceipt if transmitted by courier, or
(c) the date immediately after the date of transmission with confirmed answer back if
transmitted by cable, telex or facsimile transaction, whichever shall first occur'
Either party may, from time to time, change its address or representative for receipt ofnotices or
other communications provided for in this Agreement by giving not less than fifteen (15) days
prior written notice to the other party.
I8. CONFIDENTIALITY
(a) MAI recognises that it will be given and have access to confidential and proprietary
information of MBD. MAI undertakes not to use any of such information for its own
corporate or business purposes without the prior written consent of MBD, and shall use
its best efforts to keep confidential and not disclose to any third party, any of MBD's
confi dential or proprietary information.
(c) The provisions of this Article shall survive the termination of this Agreement and shall
continue for a period of two (2) years from the date of such termination.
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illuralec MURATA MACHINERY BANGLADESH LTD,
Paradise Tower ( sth Floor), Plot # '11, Road # 2
Sector # 03, lJttara, Dhaka-'1230, Bangladesh
Tol: +88(02) 48955001, Far +88(02) 48955002
Web: www.muratecbd.com
IN MTNESS WHEREOF, THE PARTIES MRETO
OAY ANO YBAR FIRST INDICATED ABOVE.
SIGNEDAND DELTVERED
BY TT{E WITHINNAMED COMPANY
MI]RATA MACHITIERY BANGLADESH LTI)
BY T}IE IIAND OF MR SALAHI.]DDIN AHMED
(GENERAL MANAGER)
IIAVE EXECUTED THESE PRESENTS TIIE
sh Ltd.
--GeneBl-tlarEgsr
SIGNEDAND DELIVERED
BY TI{E WITHIN NAMED INDIVIDUAL
MD. ANJARUL ISLAM (SER\'ICE CONTRACTOR)
BY TI{E IIAND OF MR. MD. ANJARUL ISLAM
(INDIVIDUAL)
fuyda?ts
llurata Machinery Brr{6lid-b
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