Beruflich Dokumente
Kultur Dokumente
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Whereas all parties are desire to from a Joint venture to participate in tender
submission and execution to the project.
Whereas all parties are wish to combine and pool their individual resources with
a view to meeting the required pre qualification bidding the project.
NOW THEREFORE, IN WITNESSES WHEREOF THE PARTIES HERETO
MUTUALLY UNDERSTOOD AND AGREED TO THE FOLLOWING TERMS AND
CONDITIONS:
1) Name and Style of the Joint Venture:
That the parties hereto are hereby agreed adequately to establish, as per
the laws of Bangladesh, the proposed Joint Venture as under the name and
style of IUKL & DI JV [IKHTEAR UDDIN KHAN LTD(IUKL) and DECOR
INTERIOR (DI)] (the Joint Venture); keeping in harmony with their
respective name and style of the business
Now, Therefore in consideration of the mutual promise and agreement here in
contained both parties herby agree as follows:
1.
Name of the Joint Venture
The Joint ventures name is (IUKL & DI JV) IKHTEAR UDDIN KHAN
LTD(IUKL) & Decor Interior (DI)
2) Objectives of the Joint Venture Objective:
That
Bboth parties are mutually agreed and fervently earnestly desirous to form
this a Joint Venture i.e. IUKL & DI JV , for the following objectives:
a) in order tTo achieve and confirm all Ppre- qualification for participating
and Bbidding to to the Pproject and whereas both the parties are
agreed to combine and pool their respective resources with a view to
fulfill all the requirements and achieve pre-qualification for bidding to
and completing the Project all successfullyparties wish to combine and
pool their individual resources on mutual agreement for meeting the
Pre qualification requirements
the eligible to bid and therefore
subsequently bidding the projects.
b) To facilitate in all respect, undertake and successfully complete the
Project by performing this Joint Venture.
c)
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3) Terms of the Joint Venture :
a) That
b) I Tthe term of thise Jjoint Venture shall commence and be effective
from on the date of signing of this
c) JV Ag agreement and shall expire on thein 2 (two) years alterafter completion
of the tile pProject has been finallyand subject to due acceptance of the Project
by the relevant authority and all sorts of due payment and accounts have been
finally settled to all and every concerned parties as well as between the Joint
Venture Partners i.e. IUKL and DI; until and unless it is terminated, liquidated, or
dissolved by law or as provided hereinafter.
d) Provided however that the
e) accepted by the employer and all the relevant payment and accounts
have been
f) settled to every and all concerned parties, as well as between all
partners.
g)
h) The Joint Venture shall be automatically be null and void if the , where
The Joint
i) Venture eventually Disqualifydisqualified for the pProject or fails to in get
the project Project through the bid (s) thereafter for any reason
whatsoever.
4) Conditions of Joint Venture:
a) That the Joint Venture contains clear condition that any change in the
authorized signatory of any partner, subsequent to the signing of the JV
Agreement according to the respective memorandum of association of
the partners firm shall be valid only according to the prior approval of
the relevant Project procedure by the relevant authority in respect of
such change.
b) That no partner of this Joint Venture Thereafter.
The Joint Venture agreement also contains that any charge in the authorized
signatory
of any partner, subsequent to the signing of the JV agreement shall be validated
according to the relevant procedure contained in the memorandum of
association of
the partner firm, with prior approved obtained from the employer for such
charge.
Any partner of this Joint Venture is not allowed to take any kind of bank
loan for the purposes of under this the project from any schedule
bBank/financial institution s in Bangladesh.
5) Lead Partner of the Joint Venture:
That for the purposes of this Joint Venture and completing the Project
successfully, both the parties agree that the First Party,
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Lead Partner:
4.1
IKHTEAR UDDIN KHAN LTD. (IUKL) shall be treated as the
Lead Partner with a supervisory capacity.
That both the parties to this JV Agreement are strictly agreed and shall be
legally bared and restricted by all means that, apart from this Joint
Venture, no party shall have any right to enter into any other joint venture
and/or any type of business with any other party whatsoever on the
related fields, subject to and during the continuance of this JV Agreement.
9) Duties and scope of works of individual parties of Joint Venture:
That upon mutual concurrence, in respect of individual duties and scope of
works, both the parties are agreed as follows:
a) Duties of IKHTEAR UDDIN KHAN LTD (IUKL):
To be responsible for general advisory and supervisory works for the
Project.
To be responsible for liaison and communication with the Project
authority.
To be responsible for general and site facilities.
To co-ordinate and facilitate the activities and administer the
executions during the entire Project.
b) Duties of DECOR INTERIOR (DI):
To execute, operate, manage and maintain the construction works
and all related activities in execution level of the Project
To supply, operate & maintain required plant and heavy equipment
for the Project
To provide technical management and key manpower of the project
To execute all kinds of day to day filed works
To procure all construction and other materials etc. for the project.
To maintain finance for the Project
To operate bank accounts and all books and records for the entire
Project exclusively.
To make budget and spend funds accordingly to complete the entire
Project exclusively.
To collect bills, maintain funds, operate day to day banking, sign on
cheques and other negotiable instruments.
Generally to control management and operation of the entire Project
exclusively.
To.
To.
b) Further agreed by and between the parties that a detailed and more
particular division and allocation of duties and scope of works for each
party may be settled and finalized between them upon mutual
concurrence at a later stage of the Project.
10) Bank Guarantees and liabilities to provide sureties:
a) That
5. Share of Joint Venture and Profit and loss:
5.1 IKHTEAR UDDIN KHAN LTD (IUKL) share shall be 51% (Fifty one
Percent)
5.2 Decor Interior (DI) share shall be 49% (forty Nine Percent)
6.
Responsibilities and liabilities between Partners:
6.1 Each party shall be jointly and severally responsible and liable to
the employer
for the performance of the contract (s) of the project.
6.2
Both partners in the Joint Venture shall be legally, jointly and
severally, during
the bidding process & for the performance of tile contract in
accordance with
the contract period & till the works have been taken over by the
employer & till
the accounts have been fully setting between the employer and
employer and
the Joint Venture .
6.3
Incase of default withdrawal of any partner require indemnities shall
have to be
considered by the remaining partner/partners of the Joint Venture
(JV) as a
coerce of recover.
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7.
Roles & Scope of work of JV:
7.1
IKHTEAR UDDIN KHAN LTD (IUKL)
That
8.2
Eeach party shall Ssolely be liable to for the sureties to be
provided to the authority on the basis of their for its own respective
shares in the Joint Venture.
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11) Bank account operation:
That for the purposes of this Joint Venture and for completion of the Project
required bank account(s) in the name of the Joint Venture i.e. IUKL & DI
JV shall be opened and operated solely and exclusively by the Second
Party DI at its own discretion and supervision with Prime Bank Limited,
Banani Branch, Dhaka. Agreed that Mr. Md. Sahriar Tanvir, being the sole
proprietor of the Second Party, DI shall solely operate and maintain the
said bank account as the single signatory including but not limited to
signing on cheques, pay orders, depositing and transferring funds etc.
Provided, however that, the Second Party, DI shall not use this bank
account for any other purpose except the purposes of the Joint Venture.
12) Bank account operation:
The principle office and/or place of business of the proposed Joint Venture
Company will be at- House no.: 31-33-35, Apartment no.- A2, Road no.- 06,
Niketon, Gulshan, Dhaka
9. Bank Operation :
The Joint Venture Shall open a bank accounts in any schedule bank of
Bangladesh and the bank Account will be operated jointly of severally by both
partners of the joint venture or as decided mutually.
13) Representative:
Unless otherwise agreed in written by the parties each partner of the Joint
Venture appoints the following persons as the representative of the
respective party, with full and complete authority and power to represent
each partner.
Joint Venture Partner
Name
Position
Managing
Director
Sole Proprietor
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PROVIDED THAT necessary Power of Attorney shall be given in favour of
MR. MD. SHARIAR TANVIR, Proprietor of DI immediately after execution
of this JV Agreement for operation and smooth performance of this Joint
Venture.11.2 The respective power of attorney shall be herewith attached
14) Management Committee:
12. Management Committee:
12.1 That the management committee for the Joint Venture shall be
composed comprised of 2 (two) members, each being one one
representative from each partner to be nominated by the individual parties
to the Joint Venture and from time to time and parties may charnge their
representative by notifying the management committee in written.
Management Committee shall be assignedempower with full authority
and will give powers to MR. MD. SHARIAR TANVIR, Proprietor of DI to
any losses and liabilities arising out of or resulting from the execution and
performance of the contract of this Joint Venture Agreement and
(iii) the rights and liabilities of each partner shall be similar to the
proportionate shares of the partners in the Joint Venture as follows:
a) IKHTEAR UDDIN KHAN LTD. (IUKL)
:
51%
b) Decor Interior (DI)
:
49%
18) Books and Accounts:
The Joint Venture shall keep adequate books and records at its principal
place of business, setting forth a true and accurate account of all business
transactions arising out of and in connection with the conducts of the Joint
Venture and shall be available for inspection by either of the partners at
any reasonable time, The management committee will provide the
partners with monthly financial statements prepared on a percentage of
completion basis in accordance with generally accepted accounting
principle. Unless otherwise agreed upon, the management committee will
arrange for an annual audit if the Joint Venture records by an independent
within 60 (sixty) days after the end of the fiscal year adopted by the
management committee of the Joint venture
19) Assignment:
16. Books of Account:
Separate and adequate books of accounts shall be kept of the operations of
the Joint Venture and shall be available for inspection by either of the
partners at any reasonable time, The management committee will provide
the partners with monthly financial statements prepared on a percentage of
completion basis in accordance with generally accepted accounting principle.
Unless otherwise agreed upon, the management committee will arrange for
an annual audit if the Joint Venture records by an independent within 60
(sixty) days after the end of the fiscal year adopted by the management
committee of the Joint venture.
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17. Assignment :
That the Any parties/partners to this Joint Venture shall not have the power
or authority to assign their rights or delegate their duties under this
charges to the govt. offices, solicitors fees etc. shall be provided primarily
by the Second Party, DI and that will be reimbursed from the common
business fund of the Joint Venture.
23) General Provisions:
a) Independent Contractors: The relationship between both the parties by
this Agreement is that of independent contractors, and nothing
contained herein shall be construed to give either party the power to
direct and control the day to day activities of the other. Neither party is
an agent, representative or partner of the other party. Neither party
shall have any right, power or authority to enter into any agreement
for, or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other party. This Agreement shall not be
interpreted or construed to create an association, agency or
partnership between the parties or to impose any liability attributable
to such relationship upon either party.
b) Governing Law & Jurisdiction: This Agreement and the parties actions
under this Agreement shall be governed by and construed under the
laws of Peoples Republic of Bangladesh without reference to conflict of
law principles. The parties hereby expressly consent to the jurisdiction
and venue of the Courts of laws in Bangladesh. Each party hereby
irrevocably consents to the service of process in any such action or
proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to such party at its address set forth in the
preamble of this agreement, such service to become effective thirty
(30) days after such mailing.
c) Entire Agreement: This Agreement, including the attached
exhibits/annexure, constitute the entire agreement between both
parties concerning this transaction and replaces all previous
communications, representations, understandings, and agreements,
whether verbal or written between the parties to this Agreement or
their representatives. No representations or statements of any kind
made by either party, which are not expressly stated in this
Agreement, shall be binding on such parties.
d) All Amendments in Writing: No waiver, amendment or modification of
this Agreement shall be effective unless in writing or signed & sealed
by a duly authorized representative of the party against whom such
waiver, amendment or modification is sought to be enforced.
Furthermore, no provisions in either partys purchase orders or in any
k)
l)
m)
n)
o)
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19. Settlement of disputes :
19.1 A dispute or controversy between the parties arising out of or in connection
with this agreement shall be amicable settled by the third parties.
In witness where of, the undersigned have executed this agreement as of the
date and year first above written :
For and on behalf of
IKHTEAR UDDIN KHAN LTD(IUKL)
(Managing Director)
Witness :
1.
2.
3.
(Proprietor)
Witness :
Power of Attorney
(Authorized partner in Charge of IKHTEAR UDDIN KHAN LTD(IUKL) & Decor
Interior (DI)
We are undersigned of behalf of IKHTEAR UDDIN KHAN LTD (IUKL) & Decor
Interior (DI), do hereby authorized in reference to the Joint Venture Agreement
March 12, 2015 Md. Shariar Tanvir of M/S. Decor Interior (DI), or any other
person/firm nominated by him through a power of Attorney in connection to from
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To negotiate or to sign contract for and on behalf of any or all partners of the
Joint Venture.
To execute the contract in accordance with the contract terms for and on behalf
of any or all
partners of the joint venture.
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To prepare and submit bills, receive cheque, bills or any other payment to sign in
any documents/papers against above mentioned work on Partner Md. Shariar
Tanvir, Proprietor: DECOR INTERIOR (DI)
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To submit and withdraw bid bond guarantee, performance guarantee etc for and
on behalf of any or all partners of the joint venture.
Any partner of this Joint Venture is not allowed to take bank loan under this
project from any schedule Banks in Bangladesh
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To open bank account in any schedule bank of Bangladesh on behalf of any or all
partners of the joint venture.
The specimen signature of Md. Shariar Tanvir, Pro. Decor Interior (DI)
appended below:
Sl No.
Name
Signature
01.
02.
03
&
Decor Interior
is
__________________________________
Name: IKHTEAR UDDIN KHAN
Designation: Managing Director
___________________________________
Name: MD. SHARIAR TANVIR
Designation:
Witness:
Witness:
_____________________________
Name:
Address:
____________________________
Name:
Address:
SCHEDULE