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makan!makan! Supply Partner Agreement

This makan!makan! 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 supplying to us of the food normally sold by you (referred to as “Products”) which we may be ordering from you from time to time during the term of this Agreement arising from the order of the food placed by our Customers at the makan!makan! Food Centre’s Outlet located at the physical premises or place where you carry out your business (as stated in the makan!makan! Supply Partner Participation Request Form which you have submitted to us) and at makan!makan! Digital Food Centre at www.makan2.com.my (as may be informed by us to you when it is in operation). 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 makan!makan! Supply Partner Participation Request Form and/or the makan!makan! Supply Partner Set-up Acceptance Form upon the completion of the display of the makan!makan! Food Centre decal and/or sign board and the installation of the Card Acceptance Terminal and Order Printer (if applicable) at the Outlet. The first acceptance of the order of any of the Products placed by a Customer (and whose cashless payment to us has been processed by the Card Acceptance Terminal deployed by us at the Outlet), 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 Further, this Agreement may be superseded by variations, revisions or changes, subject to agreement in writing by both Parties before the effective date of such variations, revisions or changes.

  1. DEFINITIONS

    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.
    “Card Acceptance Procedures” means the set of procedures issued by a Payment Acquirer for our acceptance of Payment Instruments presented by our Customers for food ordered and purchased at the Outlets.
    “Card Acceptance Terminal” means the electronic data capture point of sales equipment which is used for processing of Payment Instruments presented by our Customers for their payment to us of the food ordered by them at the Outlet.
    “Business Days” means the day that the commercial banks in Selangor are open for business.
    “Customer” means the person who places order of any of the Products at (i) the Outlet located at the physical premises or place of the makan!makan! Supply Partner at any designated makan!makan! Food Centre and makes payment to us with Payment Instrument for such Product(s) ordered, or (ii) at makan!makan! Digital Food Centre at www.makan2.com.my and makes Online payment to us for such Product(s) ordered.
    “Delivery Partner” means the third party delivery company with whom we have entered into an agreement for the picking up (from the physical premises or place of the makan!makan! Supply Partner) of the Product(s) ordered by our Customers via www.makan2.com.my, and make delivery to such Customers.
    “Initial Supply Period” means the initial period of supplying the Products to us during the term of this Agreement, commencing from the Starting Date as stated in the makan!makan! Supply Partner Set-up Acceptance Form.
    “Liquidated Damages” means the amount of money to compensate us for causing irreparable damage to the Card Acceptance Terminal and/or Order Printer (if applicable) at an amount to be reasonably assessed solely by us as stated in Note 2 (b) of the makan!makan! Supply Partner Participation Request Form.
    “Loyalty Acquirer” means the operator of a loyalty system that has entered into an agreement with us for our acceptance of Loyalty Instruments presented by our Customers for obtaining loyalty points for their purchases of the Products and for using the loyalty points to redeem food at the Outlets.
    “Loyalty Instrument” means loyalty cards of any brand (such as Cash-In Rewards and B Infinite), the transactions of which the Loyalty Acquirer is authorized to acquire.
    “makan!makan!” means the trade name of the makan!makan! Food Centres, and the makan!makan! Digital Food Centre at www.makan2.com.com.my, owned and operated by Perfect Plus (Malaysia) Sdn Bhd.
    “makan!makan! Supply Partner” means the business enterprise which agrees to supply the Products to us upon receiving an order of any of the Products given by any of our Customers verbally and face-to-face at the Outlet located at the physical premises or place of the business enterprise or upon receiving an Online Order submitted by us via Whatsapp or SMS messaging channel or the Order Printer (if applicable) from makan!makan! Digital Food Centre at www.makan2.com.my.
    “makan!makan! Supply Partner Participation Request Form” or “Request Form” means the form submitted by you to us requesting to participate as a makan!makan! Supply Partner under the terms and conditions contained in this Agreement.
    “makan!makan! Supply Partner Set-up Acceptance Form” means the form signed by the authorized representative, staff or agent of the makan!makan! Supply Partner acknowledging the installation of the Card Acceptance Terminal at the Outlet for the makan!makan! Supply Partner to process, on our behalf, Payment Instruments presented by our Customers for the Product(s) they have ordered at the Outlet, including the installation of the Order Printer (if applicable) and the display of makan!makan! Decal and/or sign board at the Outlet.
    “Monthly Listing Fee” means the fee stated in Section C of the Request Form payable by you to us on a monthly basis for being a makan!makan! Supply Partner to supply the Products to us to fulfil orders of such Products placed by the Customers at the Outlet located at the designated makan!makan! Food Centre and/or at makan!makan! Digital Food Centre at www.makan2.com.my.
    “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 orders placed by our Customers at the Outlet, and the Online Orders submitted by makan!makan! Digital Food Centre, 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 you in settlement of a the Product supplied by you to us corresponding to the order placed by the Customer at the Outlet or corresponding to the order issued by us from makan!makan! Digital Food Centre at www.makan2.com.my.
    “Online” means an activity carried out over the Internet.
    “Online Order” means the purchase order issued by makan!makan! Digital Food Centre to the makan!makan! Supply Partner via the Order Printer or SMS or Whatsapp messaging channel.
    “Order Printer” means the wireless device deployed by us at the physical premises or place of the makan!makan! Supply Partner for it to receive orders that are issued to the makan!makan! Supply Partner from makan!makan! Digital Food Centre at www.makan2.com.my.
    “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 outlet of makan!makan! Food Centre located at the physical premises or place of the makan! makan! Supply Partner where it normally carries out its business and the address of which is as listed in Section B of the Request Form.
    “Party” means either you or us.
    “Payment Acquirer” means the operator of a payment system that has entered into an agreement with us for our acceptance of Payment Instruments, face-to-face from the Customers as payment for the food ordered by the Customers at any of the Outlets located at any makan!makan! Food Centre, or Online at the makan!makan! Digital Food Centre at www.makan2.com.my .
    “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 food that is normally sold by you at the physical premises or place where you carry out your business and which you have proposed, subject to our approval, to supply to us for our sales to our Customers at the Outlet located at the designated makan!makan! Food Centre and/or for our Online sales to our Customers at makan!makan! Digital Food Centre at www.makan2.com.my.
    “Renewal Supply Period” means the automatic renewal of this Agreement 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 Card Acceptance Terminal and Order Printer (if applicable) deployed by us at the Outlet located at the physical premises or place where you normally carry out your business, and such amount shall be refundable upon your return to us of such Card Acceptance Terminal and Order Printer (if applicable) upon the termination of this Agreement less any Liquidating Damage.
    “Selling Price” means the selling price of the Product supplied by makan!makan! Supply Partner which is determined and quoted by the makan!makan! Supply Partner at the Outlet, as well as for us to state in the listing of the Product at makan!makan! Digital Food Centre at www.makan2.com.my.
    “Supply Discount” means the discount to be given by makan!makan! Supply Partner to us for the Products ordered by our Customers (and sold by us) face-to-face at the Outlet located at the physical premises or place where the makan!makan! Supply Partner normally carries out its business, or ordered by our Customers (and sold by us) Online from makan!makan! Digital Food Centre, at the respective discount rates agreed by the Parties as stated in Section C of the makan!makan! Supply Partner Participation 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 makan!makan! Supply Partner Set-up Acceptance Form, and as “makan!makan! Supply Partner” in this Agreement.
    “We”, “Us”, “Our” and “The Company” means Perfect Plus (Malaysia) Sdn. Bhd. (1266594-P), the owner and operator of makan!makan! Food Centres and makan!makan! Digital Food Centre.

    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.

  2. SUPPLY & PURCHASE

    1. Subject to the terms and conditions contained in this Agreement, you agree to supply to us, and we agree to purchase from you, the Products as may be ordered by our Customers (and made cashless payment to us with their Payment Instruments) at the Outlet or Online at makan!makan! Digital Food Centre at www.makan2.com.my, for the Initial Supply Period and any Renewal Supply Period as stated in Section C of the makan!makan! Supply Partner Participation Request Form.
    2. You agree to let us
      1. use the place or premises where you normally conduct your business as one of our Outlets;
      2. install the Card Acceptance Terminal at such Outlet for you to operate (on our behalf) to process the cashless payment made by our Customers to us for the Products they have ordered at the Outlet; and
      3. use your Wi-Fi (if our Wi-Fi has not been installed at, or in the vicinity of, the Outlet or our Wi-Fi is not functioning) to transmit the data captured in, as well as received by, the Card Acceptance Terminal for the cashless payment transactions, at no charge to us what-so-ever.
    3. For every face-to-face order placed by our Customers at the Outlet, you shall take the order (given verbally by our Customers), prepare the Product(s) ordered, process on our behalf the cashless payment made by our Customers with their Payment Instruments via the Card Acceptance Terminal deployed by us at the Outlet, and deliver the Product(s) (or permit the Customers to pick up the Products themselves) upon the printing out a payment confirmation slip (sales receipt) by the Card Acceptance Terminal.
    4. For every Online sales of the Product(s) conducted between any of our Customers via www.makan2.com.my, we will submit an Online Order to you via SMS or Whatsapp messaging channel or the Order Printer (if applicable) and we will include in each Online Order the following information:
      1. each Product we are ordering, identified by Product Name and Product Code;
      2. the Listed Price per unit of each Product we are ordering,
      3. the amount of the total units of each Product we are ordering,
      4. the total amount for the the Online Order;
      5. 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
      6. the pick-up date and time of the Product(s) listed in the Online 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").
    5. The Order Printer (if applicable) deployed at the Outlet located at the physical location where you carry out your business may be used by you for the purpose of receiving Online Orders from us and, if applicable, for you to process payment and / or loyalty transactions on our behalf during the Initial Supply Period and any Renewal Supply Period.
    6. 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.
    7. We reserve the right to remove any Product listed at www.makan2.com.my, with or without giving you any reason, during the Initial Supply Period or any Renewal Supply Period (if applicable).
    8. For Online Order submitted to you from makan1makan! Digital Food Centre at www.makan2.com.my, you shall notify us IMMEDIATELY via telephone, Whatsapp or SMS, upon receipt of the Online Order, should you foresee that you will not be able to fulfill 100% of the Product(s) listed in the Online Order (“Rejection Notification”), so as to enable us to cancel the Online 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 Online Order), and should you fail to notify us within the time as stipulated above, we shall deem that you have accepted the Online Order.
    9. 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 Online Order due to your failure of packing such Product(s) readied for picking up from the physical location where you carry out your business (as stated in Section B of the makan!makan! Supply Partner Participation Request Form) on the Pick-up Time.
    10. You shall not in any way modify any Online Order, however, you may include in your Rejection Notification your suggestion to modify the Online Order for our consideration.
    11. You shall immediately inform us to remove from www.makan2.com.my any Product listed at www.makan2.com.my as and when you are out of stock, or you will not be able to supply foreseeable period of time, of such Product.
    12. We shall notify you within fifteen (15) minutes from the Pick-up Time of any cancellation of the Online Order issued, and for which, we shall not be liable to compensate you what-so-ever.
    13. You shall accept any return of the Product(s) relating to an Online Order arising from the return of such Product(s) by the Customer due to Product unfit for consumption as deemed by the Customers.

  3. YOUR WARRANTIES, REPRESENTATIONS AND GUARANTEES OF COMPLETE AND ACCURATE INFORMATION AND AUTHENTICITY OF THE PRODUCTS

    YYou warrant that (i) you are carrying out the food business in accordance to and in compliance with the laws in Malaysia and the Products you are supplying to us under this Agreement are prepared for normal consumption by any human being and (ii) you have supplied complete and accurate information for the Products displayed at the Outlet and listed in www.makan2.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.

  4. PAYMENT OF PARTICIPATION FEE, SECURITY DEPOSIT AND OTHER CHARGES AND TAXES

    1. 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.
    2. You have executed, and shall execute from time to time as may be 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.
    3. 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.
    4. 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 (a) of the Request Form.

  5. LIABILITIES

    1. 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 Card Acceptance Terminal and Order Printer (if applicable) are provided by us on “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.
    2. 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 Card Acceptance Terminal and Order Printer (if applicable) and any physical device that we may have deployed for your use.

  6. DURATION AND TERMINATION

    1. The terms and conditions contained in this Agreement shall be effective during the Initial Supply Period and any Renewal Supply Period.
    2. 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.
    3. 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.
    4. 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 makan!makan! Food Centre 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.
    5. 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 Card Acceptance Terminal and Order Printer (if applicable) to us without contesting our ownership of such.

  7. SUSPENSION OF PARICIPATION 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 makan!makan! 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.

  8. 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 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.

  9. SECURITY DEPOSIT

    1. The Security Deposit as stated in Section C of the makan!makan! Supply Partner Participation Request Form for the Card Acceptance Terminal and Order Printer (if applicable) deployed at the Outlet 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 2 (b) of the Request Form.
    2. 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.

  10. FORCE MAJEURE

    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 or failure of the digital platform of makan!makan! Digital Food Centre 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.

  11. NOTICES

    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.

  12. 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.

  13. NON-WAIVER

    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.

  14. GOVERNING LAW

    This Agreement shall be governed by and construed in accordance with the laws of Malaysia.


    15. Owned And Operated By

    PERFECT PLUS (MALAYSIA) SDN. BHD. (1266594-P)
    Business Address:
    LEVEL 8-09, WISMA BU8, 11,
    LEBUH BANDAR UTAMA, PJU6,
    47800 PETALING JAYA, SELANGOR,
    MALAYSIA.

    Telephone No.: 03-74917933
    Fax No.: 03-74917933
    Email Address: ppm@perfectplus.com.my
    Website: www.perfectplus.com.my

    Last Update: February 1, 2021