Interpretation

In this T&C, unless the text otherwise requires:

“Business Day” means a day other than a Saturday, Sunday or public holiday in the Federal Territory of Kuala Lumpur;

“Client” means the individual, entity and/or company placing any Purchase Order with the Supplier;

“Company” means MyHero Technology Sdn Bhd (Company No.: 201401012572 (1088652-D)), a private company incorporated under the laws of Malaysia having its business address at 58, Jalan Sultan Ahmad Shah, 10050 Georgetown, Pulau Pinang that will be providing the Factor Services to the Client;

“Delivery Date” means the date for delivery of the Goods as specified in the Purchase Order;

“Factor Services” means the supply chain factoring services to be provided by the Company to the Client which may include but not limited to the form of invoice purchasing or advancement of funds on invoice;

“Goods” means items, products and/or services to be supplied by the Supplier to the Client as specified in the Purchase Order and/or any written terms that have been agreed upon and made known to the Company;

“Purchase Order” means the document issued by Client to Supplier detailing all relevant information on supply of Goods;

“Supplier” means the individual, entity and/or company providing the goods or services to the Client which has registered with and being approved by the Company as a panel supplier.

Representations and Warranties

The Supplier represents and warrants that it has the right to and shall sell the Goods free of any charge, lien or other encumbrance.

The Supplier shall ensure that the Goods shall:

(a) correspond with their description in the Purchase Order and any applicable specification;

(b) be of satisfactory and merchantable quality (include but not limited to the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Client expressly or by implication, and in this respect the Client relies on the Supplier’s skill and judgment;

(c) be free from defects in design, material and workmanship;

(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and

(e) not infringe the rights of any third party or cause the Client to infringe any such rights.

Delivery of Goods

The Supplier shall ensure that:

(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination as specified in the Purchase Order in good condition; and

(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

Delivery of the Goods shall take place and title in the Goods will pass on the completion of the physical transfer of the Goods from the Supplier to the Client as at the delivery address as set out in the Purchase Order.

The Client shall not be deemed to have accepted any Goods until the Client has had reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent or material defect in the Goods has become apparent. Signature of a delivery note shall not constitute or imply acceptance by the Client.

For avoidance of doubt, payment will not be considered as being an acceptance of the Goods or acknowledgement of receipt by the Client who has the right to reject the Goods and request reimbursement in case of non-compliance with the representations and warranties clause.

The Client shall be entitled to reject any Goods delivered which are not compliant with the Supplier’s Representations and Warranties clause contained herein within a reasonable time of delivery. If any Goods are so rejected, at the Client’s option, the Supplier shall forthwith re-supply substitute Goods.

Payment

Under the Factor Services, the Company will make payment on behalf of the Client in relation to the purchase or procurement of the Goods provided always all applicable and required conditions have been fulfilled by the Supplier and the Client.

However, the Company may cease or refrain from making any payment to the Supplier under the Factor Services at the reasons or factors that it deem fit and proper from time to time notwithstanding it is obliged to do so under any contractual obligations.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by a Force Majeure Event provided that the Supplier shall use best endeavours to cure such Force Majeure Event and resume performance under any contractual obligations.

A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, armed conflict, endemic, malicious damage, nuclear, chemical or biological contamination, pandemic, epidemic, disaster outbreak, movement control order or similar order, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters, or extreme adverse weather conditions.

 If any events or circumstances prevent the Supplier from carrying out its obligations under any applicable contract for a continuous period of more than Fourteen (14) days, the Client may terminate such contract immediately by giving written notice to the Supplier.

Intellectual Property

The Supplier shall not use the Client’s name, branding or logo other than in accordance with the Client’s written instructions or authorisation.

Indemnity

The Supplier agree to indemnify and hold harmless the Client from and against any and all claims, losses, expenses, demands or liabilities, including solicitor’s fees and costs, incurred by the Client in connection with any claim by a third party (including any intellectual property claim) arising out of:

(a) the Supplier’s use of the Services in violation of this T&C or in violation of any applicable law; and

(b) any claims brought against the Client by third parties resulting from the Supplier’s actions or inactions.

The Supplier further agrees that it will cooperate fully in the defence of any such claims. The Client reserves the right, at their own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Client and the Supplier shall not in any event settle any such claim or matter without the Company’s written consent.

Partnership

Nothing in this T & C is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

Variations

Except as set out in this T&C, any variation to this T&C, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Client.

Termination

This T&C will continue to apply until terminated or by entering into any definitive agreements with the Company.

Notwithstanding anything contained herein, any provision of this T&C expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

In the event these T&C in conflict or inconsistent with any of the terms in the definitive agreements, the definitive agreements shall prevail at all times.

Governing law and jurisdiction

This T&C shall be governed by the laws of Malaysia and both parties agree to submit to the exclusive jurisdiction of the courts of Malaysia.

Contact Method

If there are any enquiries in relation to the Application Form and/or panelship as a panel Supplier, please contact us at our email address [email protected] and we will respond to your request promptly or within three (3) business days

Prevailing Language

This T & C is drafted in the English language. If this T & C is translated into any other language, the English language version shall prevail.

Any notice given under or in connection with this T & C shall be in the English language.