CORPORATE CUSTOMER AGREEMENT
THIS AGREEMENT is made on the day first set out in the Corporate Application form
Between:
(1)
The party whose name and address and particulars are set out
in
(“Corporate Customer”) on the one part:
And
(2)
DOORSTEP RETAILS SDN BHD (Company No. 879718-U) a company incorporated
under the laws of Malaysia with its registered office at No 3 First
Floor, Diamond Suite, Jalan Ara SD 7 / 3A, Bandar Sri Damansara, 52200
Kuala Lumpur.
Whereas:-
A. The Corporate Customer has its business premises more particularly described in
Corporate Application form.
B. The Corporate Customer and DRSB are desirous to enter into this Corporate Credit
Sales Agreement for the sale and purchase of all products carried by DRSB upon the credit sales terms and conditions herein stated.
It is hereby agreed as follows:-
1.
Definitions
and Interpretations
1.1 Definitions
In this Agreement, unless the context otherwise requires, the following
words and expressions will have the following meanings:-
'CONTRACT' means the contract for the
sale and purchase of the Goods.
'CORPORATE
CUSTOMER' means the party whose name and
address and
particulars are set out in Corporate Application form.
‘DEBIT
NOTE’ means the Debit Note to be issued
by the
Corporate Customer to DRSB to identify the discrepancies between the
Goods and the Invoice and particulars of any returned Goods, if any.
'DRSB' means Doorstep Retails Sdn Bhd and
where applicable shall include the Assigned Store.
'GOODS' means the goods (including any
installment of the goods or any part of them) described in the Order.
‘INVOICE’
means an invoice issued by DRSB to the Corporate Customer to set out
all the credit sales transactions.
'ORDER' means the Corporate Customer's
official purchase order.
'PRICE' means the price of the Goods.
‘STATEMENT’
means the statement of account issued by DRSB at the end of every month
itemizing all transactions of the month and outstanding payments due to
DRSB.
‘DS MANAGER’ means the Distribution Store
Manager at the Assigned Store.
In this Agreement, unless the context otherwise requires,
(a)
recitals, headings and underlining are for convenience only and do not
affect the interpretation of this Agreement;
(b) words importing the singular include
the plural and vice versa;
(c) words importing a gender include any
gender;
(d)
an expression importing a natural person includes any corporation or
other body corporate, partnership, association, regulatory authority,
two or more persons having a joint or common interest, or any other
legal or commercial entity or undertaking;
(e) a reference to a party to a document
includes that party’s successors and permitted assigns;
(f)
a warranty, representation, covenant or agreement on the part of two or
more persons binds them jointly and severally save as otherwise
provided in this Agreement;
(g) reference to any
statute or statutory provision includes a reference to that statute or
statutory provision as from time to time amended, extended or
re-enacted and shall include all by-laws, instruments, orders, rules
and regulations made under that statute or statutory provision;
(h) all schedules hereto form part of
this Agreement;
(i) any reference to a date or time is a
reference to that date or time in Malaysia;
(j)
where the day on or by which anything is to be done is a Sunday or a
public holiday in the place in which that thing is to be done, then
that thing shall be done on the next succeeding Business Day;
(k) the words “Ringgit Malaysia” and the
symbol “RM” shall be construed as the lawful currency of Malaysia;
(l) any reference to a “Party” or
“Parties” shall be a reference to a party or parties to this Agreement;
(m)
any reference to “writing” or cognate expressions includes a reference
to electronic communication, telex, cable, facsimile transmission or
comparable means of communications;
(n) any
agreement, notice, consent, approval, disclosure or communication under
or pursuant to this Agreement must be in writing;
(o)
words denoting an obligation on a party to do an act, matter or thing
include an obligation to procure that it be done or words placing a
party under a restriction include an obligation not to permit an
infringement of the restriction;
(p) the words
“herein”, “hereinafter”, “hereinbefore”, “hereof”, “hereunder” and
other words of similar import shall refer to this Agreement as a whole
and not to any particular provision;
(q)
reference to a document shall include references to any sort of
document whether paper or paperless and expressed or described on any
substance either with alphabets, figures, symbols and/or marks;
(r)
any reference to “Clauses”, “sub-Clauses” and “Schedules” are to
clauses, sub-clauses and schedules to this Agreement; and
(s)
something having a “material adverse effect” on the Company is a
reference to it having a material adverse effect on the financial
condition, business or operating results of the Company.
2.
Term
of this Agreement
2.1
This Agreement shall commence on the date as set out in Corporate
Application form and shall continue to be valid for such
period
as stated in Corporate Application form unless otherwise terminated in
accordance with the terms set out herein this Agreement.
2.2 The Corporate Customer shall complete
the “Corporate Application Form”.
3.
Basis of purchase
3.1
The Order constitutes an offer by the
Corporate
Customer to purchase the Goods subject to the terms and conditions set
out herein this Agreement. The Order shall be issued by the Corporate
Customer to the Assigned Store by way of delivery by hand of the Order
or by way of facsimile to the number set out in Corporate Application
form hereto. The Order shall be placed by such procurement officer or
authorized representative of the Corporate Customer.
3.2
The terms and conditions set out herein
this
Agreement shall apply to the Contract and each and every Order.
3.3 The quantity, quality, brand and
description of the Goods shall be specified in the Order.
3.4
DRSB reserves the right at all times to determine if the Order can be
fulfilled and to decline to sell the Goods or any part thereof and/or
at such quantities to the Corporate Customer.
3.5 Unless otherwise agreed in writing
between the parties, there shall be no variation to the Order.
3.6
Unless otherwise agreed in writing by DRSB, the Corporate Customer
shall only be entitled to place its Orders and to collect the Goods
from the Assigned Store.
3.7 The products
available for the purchase by the Corporate Customer shall include all
products as are available and stocked at the Assigned Store. For the
avoidance of doubt, the Corporate Customer shall only purchase products
under DRSB and its affiliated companies for its own consumption only.
The on-sale of the products to third parties shall be strictly
prohibited.
3.8 Each Order shall be treated as a
separate and distinct Contract entered into between the parties in
accordance with the terms and conditions set out herein this Agreement.
4.
Price
of the Goods
4.1
The Price of the Goods shall be as
stated in the
Order and, unless otherwise so stated, shall be inclusive of any
duties, tax or levies (if any).
4.2 The Price
shall be subject to changes without any prior notice to or consent of
the Corporate Customer. The Price shall be determined at the absolute
discretion of DRSB and shall be at DRSB’s current retailing prices.
4.3
All trade discounts if any are given at
the absolute
discretion of DRSB. DRSB is agreeable to give to the Corporate Customer
a Trade Discount as more particularly set out in Corporate Application
form. DRSB reserves the right at all times and any at time to amend,
cancel or limit the Trade Discount without prior notice to the
Corporate Customer.
4.4 The Price shall be
exclusive of any costs of transportation of the Goods. All costs for
transportation of the Goods (inclusive of costs for the returning the
Goods) shall be borne by the Corporate Customer.
5.
Processing
of Order
5.1
The Order shall be processed by the Assigned Store within 48 hours of
receipt by the Assigned Store of the same. The Goods shall be ready for
collection after 48 hours of receipt of by the Assigned Store of the
Order.
5.2 If the Assigned Store is unable to
fulfill the Order or unable to get the Goods ready for collection
within the time stipulated for collection, the Assigned Store is to
notify the Corporate Customer prior to the date agreed for collection.
5.3
The Assigned Store will pack and scan all the Goods (less such of the
Goods which are unavailable) and upon the verification by the
Distribution Store Manager or Department or Division head of the
transaction, the Distribution Store Manager will approve the scanning
with the Trade Discount deducted from the receipt. The Assigned Store
will issue an Invoice to the Corporate Customer.
6.
Collection
of Goods
6.1
The Goods shall be delivered of the Assigned Distribution Store on the
date (and such date to be no less than two (2) full days from the date
of the Order), during the Corporate Customer's usual business hours.
6.2
A copy of the Invoice quoting the number of the Order must accompany
each batch of the Goods and must be displayed prominently.
6.3
The Assigned Distribution Store shall not unreasonably refuse any
request by the Corporate Customer’s authorized representative to
inspect the Goods during collection at the Assigned Store, and the
Assigned Store shall provide the Corporate Customer with all facilities
reasonably required for inspection.
6.4 If as a
result of inspection the Corporate Customer’s authorized representative
is satisfied that the Goods are in accordance with the Order, the
Corporate Customer’s authorized representative shall sign and
acknowledge receipt of the Goods on the Invoice.
6.5
The Corporate Customer shall not be
obliged to
return to the Assigned Store any packaging or packing materials for the
Goods, whether or not any goods are accepted by the Corporate Customer.
7.
Return
of Goods
7.1
Upon the inspection by the Corporate Customer’s authorized
representative of the Goods at the Assigned Store, if it is discovered
that any items of Goods are damaged, the Corporate Customer shall be
entitled to reject the said items and the Assigned Store shall
immediately replace them.
7.2 Where the said
items are not available, the Corporate Customer shall immediately issue
a Debit Note to the Assigned Store and submit the same to the
Distribution Store Manager. The Distribution Store Manager
shall
acknowledge receipt of the Debit Note and verify the items of Goods
returned and the quantity thereof and the same to be countersigned by
the Corporate Customer’s authorized representative.
8.
Terms
of Payment
8.1
DRSB shall issue a monthly Statement to
the
Corporate Customer at the end of every month. The Statement will
itemize all transactions for the month and any outstanding payments due
to DRSB for all Orders accepted and received by the Corporate Customer
before the 25th day of every month (“Cut-Off Date”). Each Statement
shall quote the number of the Invoice and the total amount payable in
respect of each Invoice.
8.2 Unless otherwise
stated in the Order, the Corporate Customer shall pay the Price of the
Goods on or before the expiry of such number of days as more
particularly stated in Corporate Application form (“Payment Due Date”).
8.3 All payments must be in the form of a
cheque
or bankers draft and made payable to “DOORSTEP RETAILS SDN BHD”
and to
be delivered to the Assigned Store.
8.4 In the
event that the Corporate Customer shall fail to pay the outstanding
amounts due to DRSB as stated in the monthly Statement by the relevant
Payment Due Date, DRSB shall be entitled to charge interest at the rate
as more particularly stated and calculated on a daily basis on any
outstanding amount due to DRSB from the Payment Due Date up to the
actual date when the payment is received.
8.5 The
approved credit limit for the Corporate Customer shall be the amount.
For any credit limit above RM30,000.00, the Corporate Customer shall
provide a bankers guarantee in favour of DRSB in the forms.
9.
Risk
and Property
9.1
Risk of damage to or loss of the Goods
shall pass to
the Corporate Customer upon collection of the Goods by the Corporate
Customer at the Assigned Store.
9.2 The property
in the Goods shall pass to the Corporate Customer upon collection of
the Goods at the Assigned Store.
10.
Termination
10.1
Either party may terminate this
Agreement upon
giving one (1) month’s notice in writing to the other of the intended
termination.
11. General
11.1
The Order is personal to DRSB and DRSB
shall not
assign or transfer or purport to assign or transfer to any other person
any of its rights or sub-contract any of its obligations under the
Contract.
11.2 Any notice required or permitted
to be given by either party to the other under this Agreement shall be
in writing addressed to that other party at its registered office or
principal place of business or such other address as may at the
relevant time have been notified pursuant to this provision to the
party giving the notice.
11.3 No waiver by DRSB
or any breach of the Contract by the Corporate Customer shall be
considered as a waiver of any subsequent breach of the same or any
other provision.
11.4 Unless otherwise agreed in
writing between the Corporate Customer and DRSB, there be no amendment,
addition to and/or variation of the terms and conditions set out herein
this Agreement.
11.5
If any provision of this Agreement is
held by any
competent authority to be invalid or unenforceable in whole or in part
the validity of the other provisions of these Conditions and the
remainder of the provision in question shall not be affected thereby.
11.6
This Agreement and the Contract shall be
governed by
the laws of Malaysia and DRSB and the Corporate Customer submit to the
non-exclusive jurisdiction of the Malaysian Courts.
