This beli!beli! Supply Partner Agreement (“hereinafter referred to as “the Agreement”) contains the terms and conditions, and governs the legal relationship between Perfect Plus (Malaysia) Sdn. Bhd. (1266594-P) and you, in respect of your supply to us of the goods which we may be ordering from you from time to time during the term of this Agreement arising from our online sales of the goods purchased by our Customers from beli!beli! digital mart owned and operated by us at www.beli2.com.my. You are deemed to have read and accepted the terms and conditions of this Agreement and are bound by them once you or your authorized personnel, have signed on the beli!beli! Supply Partner Participation Request Form and/or the beli!beli! Supply Partner Set-up Acceptance Form upon the completion of the set-up of the display of the goods which we have agreed to order from you and you have agreed to supply to us (“Products”) at www.beli2.com.my for sales to our customers. The first acceptance of the order of any of the Products (“Purchase Order”) by you or your authorized personnel, staff or agent will constitute binding and conclusive evidence of your acceptance of the terms and conditions of this Agreement. As such, you should read and understand these terms and conditions before doing any of the above or allowing your authorized personnel, staff or agent to do so. Further, this Agreement may be superseded by variations, revisions or changes, subject to agreement in writing by both Parties before the effective date of such variations, revisions or changes.
In this Agreement, the following definitions will apply:
“Account” means the account which you open (or which we open on your behalf) and maintain with us from time to time.
“Acquirer” means the operator of a payment system or a loyalty system that has entered into an agreement with a business enterprise for the face-to-face acceptance of Payment Instruments or Loyalty Instruments from the customers of the business enterprise who have purchased, or redeem with their loyalty points, as the case may be, products and/or services from the business enterprise at the physical business outlet of the business enterprise.
“beli!beli!” means the trade name of the digital mart (with the website address www.beli2.com.my), operated and owned by Perfect Plus (Malaysia) Sdn Bhd.
“beli!beli! Supply Partner” means the business enterprise which agrees to supply the Products to us upon receiving any Purchase Order issued by us for us to fulfill our obligations to deliver such Products purchased by our Customers via www.beli2.com.my.
“beli!beli! Supply Partner Participation Request Form” or “Request Form” means the form submitted by you to us requesting to participate as a beli!beli! Supply Partner under the terms and conditions contained in this Agreement.
“beli!beli! Supply Partner Set-up Acceptance Form” means the form signed by the authorized representative, staff or agent of the beli!beli! Supply Partner acknowledging the accuracy and completion of the Contents posted at www.beli2.com.my, as well as the deployment of the Order Printer at the physical Outlet of the beli!beli! Supply Partner.
“Business Days” means the day that the commercial banks in Selangor are open for business.
“Content” means data, information, graphics, images, photos, audio or video, sounds, relating to the display of the Products at www.beli2.com.my.
“Customer” means the person who makes online purchase of the Products from, and makes online payment to, us via, www.beli2.com.my.
“Delivery Partner” means the third party delivery company with whom we have entered into an agreement for the delivery to the Customers of Products purchased by the Customers via www.beli2.com.my.
“E-Acquirer” means the operator of a payment system or a loyalty system that has entered into an agreement with us for our online acceptance of Payment Instruments or Loyalty Instruments from our customers who have purchased, or redeemed with their loyalty points, respectively, any of the Products at www.beli2.com.my.
“Initial Supply Period” means the initial period of supplying the Products to us in accordance to the Purchase Orders as may be issued by us to you from time to time during the term of this Agreement, commencing from the Starting Date to Ending Date as stated in the beli!beli! Supply Partner Set-up Acceptance Form.
“Liquidated Damages” means the amount of money to compensate us for causing irreparable damage to the Order Printer at an amount to be reasonably assessed solely by us as stated in Note 2 (b) of the beli!beli! Supply Partner Participation Request Form.
“Loyalty Instrument” means loyalty cards of any brand (such as Cash-In Rewards and B Infinite), the transactions of which the Acquirer is authorized to acquire.
“Merchant Agreement” means the agreement entered into between a business enterprise and an Acquirer for the acceptance by the business enterprise of Payment Instruments or Loyalty Instruments, as the case may be.
“Monthly Listing Fee” means the fee for listing the Products in www.beli2.com.my as stated in Section C of the beli!beli! Supply Partner Participation Request Form payable by you to us monthly during the Initial Supply Period and any Renewal Supply Period, and it is billed to the Account monthly in advance during the Initial Supply Period and any Renewal Supply Period.
“Monthly Statement” means the periodical statement of your Account issued by us on the last day of every month (or on such other date of the month as we may solely determine) during the Initial Supply Period and any Renewal Supply Period detailing the Monthly Listing Fee, Other Payable, any payment made by you to us, Net Purchase Price of the Product(s) corresponding to the respective Purchase Orders successfully fulfilled by you, and any payment made by us to you , during the month.
“Net Purchase Price” means ‘Selling Price LESS Supply Discount” payable by us to beli!beli! Supply Partner in settlement of a Purchase Order issued by us.
“online” means an activity carried out over the Internet.
“Order Printer” means the wireless device deployed by us at the physical Outlet of the beli!beli! Supply Partner for it to receive Purchase Orders that may be issued by us from time to time during the term of this Agreement.
“Other Payable” means any other money payable by you to us under the provisions of the terms and conditions of this Agreement.
“Outlet” means the physical place where you carry out your business and the address of which is as listed in Section B of the beli!beli Supply Partner Participation Request Form.
“Party” means either you or us.
“Payment Instrument” means payment cards (such as credit cards, prepaid cards, debit cards of MasterCard or Visa or any other brand) and e-wallets (such as Touch ‘N Go E-wallet, Boost, Alipay and any other brand).
“Product” means the goods that are normally sold at your Outlet and which you have selected, subject to our approval, to supply to us for our online sales to our Customers via www.beli2.com.my.
“Renewal Supply Period” means the automatic renewal of renting our E-Store to you for further periods of twelve (12) months each upon the expiration of the Initial Supply Period or any of the renewal periods unless a notice of non-renewal is given by either Party no less than sixty (60) days prior to the expiration of the Initial Supply Period or any of the renewal periods.
“Security Deposit” means the amount stated in Section C of the Request Form payable by you to us for the Order Printer deployed by us to you at your Outlet and such amount shall be refundable upon your return to us of such Order Printer to us upon the termination of this Agreement less any Liquidating Damage.
“Selling Price” means the selling price of the Product supplied by beli!beli! Supply Partner which is determined and quoted by the beli!beli! Supply Partner for us to state in the listing of the Product at beli!beli! Digital Mart at www.beli2.com.my.
“Supply Discount” means the discount to be given by beli!beli! Supply Partner to us for the Products ordered ordered by our Customers (and sold by us online) from beli!beli! Digital Mart at www.beli2.com.my at the discount rate agreed by the Parties as stated in Section C of the beli!beli! Supply Partner Request Form.
“You”, “Your” and “Yours” means all the persons responsible for complying with the terms and conditions of this Agreement, including the person(s) or company or business enterprise named and referred to as “The Requester” in Section A of the Request Form and the person(s) who sign(s) off on the beli!beli! Supply Partner Set-up Acceptance Form, and as “beli!beli! Supply Partner” in this Agreement.
“We”, “Us”, “Our” and “The Company” means Perfect Plus (Malaysia) Sdn. Bhd. (1266594-P), the owner and operator of beli!beli! digital mart.
Words incorporating neutral persons include corporations, Government and semi-Government organizations and vice versa. Words as singular include the plural and vice versa and words as one gender include every other gender.
SUPPLY & PURCHASE
- Subject to the terms and conditions contained in this Agreement, you agree to supply, and we agree to purchase, the Products for our online sales to our Customers via www.beli2.com.my for the Initial Supply Period and any Renewal Supply Period as stated in Section C of the Request Form.
- For every online sales of the Product(s) conducted between any of our Customers via www.beli2.com.my, we will submit a purchase order to you via the Order Printer (hereinafter referred to as "Purchase Order") and we will include in each Purchase Order the following information:
- each Product we are ordering, identified by Product Name and Product Code;
- the Listed Price per unit of each Product we are ordering,
- the amount of the total units of each Product we are ordering,
- the total amount for the the Purchase Order;
- the invoice number of our online sales of the Product(s) to the Customer, together with the name of the Customer and the location for delivery, and
- the pick-up date and time of the Product(s) listed in the Purchase Order for our Delivery Partner to pick up the Product(s) appropriately packed by you in accordance to the specifications given by our Delivery Partner (the "Pick-up Time").
- The Order Printer deployed to you at your Outlet may be used by you for the purpose of receiving Purchase Orders from us and, if applicable, for you to process payment and / or loyalty transactions under the respective Acquirers which we have arranged for you and with whom you have entered into Merchant Agreement with for your acceptance of Payment Instruments and / or Loyalty Instruments, as the case may be, during the Initial Supply Period and any Renewal Supply Period.
- We reserve the right to reduce the Initial Supply Period or Renewal Supply Period (if applicable) due to circumstances beyond our control, with a 30-day notice in writing to you notifying you of such intention of ours, and in such event we will not be liable to pay any compensation or damages to you.
- We reserve the right to remove any Product listed at www.beli2.com.my, with or without giving to you any reason, during the Initial Supply Period or any Renewal Supply Period (if applicable).
- You shall notify us in writing via email, by the next Business Day from the date of the Purchase Order, should you foresee that you will not be able to fulfill 100% of the Product(s) listed in the Purchase Order (“Rejection Notification”) within two (2) Business Days from the date of the Purchase Order, so as to enable us to cancel the Purchase Order (as well as to cancel the sales transaction conducted between us and the Customer and to cancel the arrangement with our Delivery Partner to pick up the Product(s) relating to the Purchase Order), and should you fail to notify us within the time as stipulated above, we shall deem that you have accepted the Purchase Order.
- You shall compensate us for any charges billed to us by our Delivery Partner for not being able to pick up the Product(s) relating to the Purchase Order due to your failure of packing such Product(s) readied for picking up from your Outlet on the Pick-up Time.
- You shall not in any way modify any Purchase Order, however, you may include in your Rejection Notification your suggestion to modify the Purchase Order for our consideration.
- You shall immediately inform us to remove from www.beli2.com.my any Product listed at www.beli2.com.my as and when you are out of stock, or you will not be able to supply for a foreseeable period of time, of such Product.
- We shall notify you within two (2) Business Days from the Pick-up Time of any cancellation of the Purchase Order issued via the Order Printer, and for which, we shall not be liable to compensate you what-so-ever.
- You shall accept any return of the Product(s) relating to a Purchase Order arising from the return of such Product(s) by the Customer within the ‘Cooling-off Period’ as may be practiced by us in accordance to the laws of Malaysia for online sales or due to Product unfit for use as deemed by, or not certified by, the relevant Government Authorities or Agency for safety.
YOUR WARRANTIES, REPRESENTATIONS AND GUARANTEES OF COMPLETE AND ACCURATE INFORMATION AND AUTHENTICITY OF THE PRODUCTS
You warrant that (i) you are carrying out your business in accordance to and in compliance with the laws in Malaysia and the Products you are supplying to us under this Agreement are legally produced by yourself or manufacturers and/or distributed by legal distributors and/or fit for the purposes for normal use or consumption by any human being and (ii) you have supplied complete and accurate information for the Products to be listed in www.beli2.com.my, and you agree to indemnify us in the event of any claims, proceedings, actions and demands by any Customer and/or any third party and/or any loss that we may suffer, arising from any of such claims.
PAYMENT OF PARTICIPATION FEE, SECURITY DEPOSIT AND OTHER CHARGES AND TAXES
- The Participation Fee shall be billed to the Account monthly in advance on the 1st of every month during the Initial Supply Period and any Renewal Supply Period.
- You have executed, and shall execute from time to time as required of you, the direct debit mandate to the bank you maintain your bank account (“Direct Debit Mandate”) or the on-line direct debit e-mandate through an on-line payment collection service provider arranged by us (“Direct Debit e-Mandate”) to allow direct debit of your bank account for the Participation Fee, Other Payable, Liquidated Damages and any money payable by you to us relating to this Agreement during and after the Initial Supply Period or any Renewal Supply Period.
- We shall issue a Monthly Statement to you during the Initial Supply Period and any Renewal Supply Period and we shall pay you the full amount due to you to your bank, or you shall pay the full amount due from you to us to our bank account, as the case may be, as shown in the Monthly Statement, on or before the issuance date of the next Monthly Statement.
- The first month’s Participation Fee and the Security Deposit as stated in Section C of the Request Form shall be payable by you to us upon your submission of the Request Form and such payments may be refunded to you in accordance to our refund policy as stated in Note 2 of the Request Form.
- Save as is otherwise provided in the terms and conditions of this Agreement, we, our employees, servants and agents shall have no obligation or liability of any kind (whether direct or indirect). The Order Printer is provided by us on an “as is” basis and as accepted by you or your representative or staff or agent without any warranty of any kind, express or implied, including without limitation any implied warranties of satisfactory quality and fitness for any particular purpose.
- We shall not be liable for any incidental or consequential damages arising from your use of the Order Printer. We shall also not be liable to you for any wrong transmission or divulging of information of you and/or the Acquiring Partner(s) and/or your Customers.
- You undertake to indemnify and/or compensate, and keep us indemnified and/or compensated, for and against any or all loss of or damage howsoever caused (including but not limited to theft, robbery, fire, misplacement or irreparable damage to the Order Printer and any physical device that we may have deployed for your use.
DURATION AND TERMINATION
- The terms and conditions contained in this Agreement shall be effective during the Initial Supply Period and any Renewal Supply Period.
- If you default in the payment of any amount due to us or in the performance of any obligation herein contained or become insolvent or commit or suffer an act of bankruptcy or being a company goes into liquidation or a provisional liquidator, receiver or official manager is appointed or an order is made or an effective resolution is passed for your winding up or execution or distress against you or the assets of yours is levied or you make a false statement to us, then we may at any time thereafter by written notice to you terminate this Agreement forthwith.
- If this Agreement is terminated by us for reasons of default or breach by you of any of your obligations, duties and covenants herein, any money that may be owing from you to us shall become due and payable immediately upon termination or upon the occurrence of the above event without prejudice to our right of action in respect of any other breach of your covenants herein contained.
- Notwithstanding anything herein contained, we shall be entitled to terminate this Agreement in the event of a directive from Malaysian Government or any of its Agencies to cease the operations of beli!beli! digital mart by giving you written notice of not less than thirty (30) days or the time period as may be directed by the Malaysian Government or its agencies, whichever is shorter, of its intention to do so, and in such event, neither Party shall be liable to pay any compensation or damages to the other Party.
- In the event of a termination of this Agreement due to whatever reason, you shall co-operate with our authorized staff or agent to peacefully surrender the Order Printer to us without contesting our ownership of such.
SUSPENSION OF PERTICIPATION AND DISPLAY OF PRODUCTS
In the event of any default or breach on your part, we may, at our sole and absolute discretion at any time and without prejudice to any other rights of ours herein, suspend your participation as a beli!beli! Supply Partner and/or suspend the display of any, or all, of the Products which you have agreed to supply by serving to you a written suspension notice (period of such notice shall be at our absolute discretion depending on the circumstances) for such period as we shall deem appropriate. During the suspension period pursuant to this Clause, the Listing Fee shall continue to be payable by you and we shall not be liable to indemnify or compensate you for any loss or damage arising out of the suspension.
THIRD PARTY CLAIM
In the event that we suffer any third party claim initiated by any of the Acquiring Partners, Delivery Partners Customers and/or any party against us for any amount due to the handling and/or and/or use and/or consumption of the Products supplied by you, we shall be entitled to claim from you such third party claim that we may have suffered and you shall forthwith pay to us such claim amount upon receipt of a debit note issued by us.
- The Security Deposit as stated in Section C of the Request Form for the Order Printer deployed to you shall be refunded to you upon the expiration, or termination, of the Initial Supply Period or any Renewal Supply Period, less any Liquidating Damages as stated in Note 3 of the Request Form.
- We shall be entitled to deduct from the Security Deposit for any amount that is due and payable to us prior to refunding such Security Deposit to you.
No Party shall claim against the other Party if the other Party fails to carry out its obligations under this Agreement due to a cause of force majeure, such as acts of God, war or warlike hostilities, civil commotion, riots, strikes, lockouts, failure of the digital platform of beli!beli! digital mart caused by force majeure, or any other event outside the control of the Party in question. Should the force majeure period exceeds six (6) months, either Party shall be entitled to elect to terminate this Agreement by giving a notice of termination no less than thirty (30) days from the effective date of the intended termination. Notwithstanding the above, you shall continue to pay the Participation Fee to us during force majeure period until the effective date of the termination of this Agreement.
Any notice to be served by either Party to the other Party shall be deemed sufficiently served if delivered to the address as stated in the front page (for us) and Section A (for you) of the Request Form. The Party sending such notice shall not be liable to the other Party for any undelivered notices for as long as such notice has been posted and addressed as aforesaid.
SUCCESSORS AND ASSIGNS
This Agreement binds and inures to the benefits of both Parties, their successors in title and assignees, and if you are an individual, shall be binding your heirs and personal representatives. You shall not assign all or any part of your obligations without the prior written consent of ours. We, however, may assign any or all rights and obligations, reorganization or reconstruction or reorganization of our business subject to written notice to you.
The failure of a Party to give timely notice of the breach or non-fulfillment of any of the terms and conditions of this Agreement shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfillment of any of the terms and conditions constitute a waiver of any other breach or non-fulfillment of that or any other term or condition hereof.
This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
Owned And Operated By
PERFECT PLUS (MALAYSIA) SDN. BHD. (1266594-P)
LEVEL 8-09, WISMA BU8, 11,
LEBUH BANDAR UTAMA, PJU6,
47800 PETALING JAYA, SELANGOR,
Telephone No.: 03-74917933
Fax No.: 03-74917933
Email Address: email@example.com
Last Update: February 1, 2021