Penfurnex Online Marketplace Seller Agreement
Welcome to the ePenfurnex. Please read these Terms of Agreement for Sellers of ePenfurnex (including all Schedules and Annexes) carefully (hereinafter called "Terms") together with other documents including Terms and Conditions and related documents posted together with the Terms on ePenfurnex. This Agreement and its variation from time to time posted online shall govern your use and access of ePenfurnex as a seller and is agreed between you and Penfurnex Sdn Bhd (1200833-U) (herein also referred to as “PSB” ) and accepted by you on the date and time as soon as you click the “I Accept” button or any other similar button to complete your online sign-up process to become a seller on the ePenfurnex Platform (such date shall be called the “Effective Date”) and each time you access ePenfurnex online marketplace (you shall be taken as having due notice of the variation(s) thereof as soon as the same are posted online on ePenfurnex Platform.)
BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND ITS SUBSEQUENT VARIATIONS AND TERMS AND CONDITIONS TOGETHER WITH OTHER RELATED DOCUMENTS, AND ALL POLICIES OF THE ePENFURNEX PLATFORM AVAILABLE AT [https://www.penfurnex.com.my] ARE INCORPORATED TO BE PART OF THIS AGREEMENT SAVE ANY INCONSISTENCY WHICH SHALL NOT INVALIDATE THIS AGREEMENT.
1. 1. ePenfurnex Services to You (Clause 2 of the Terms)
ePenfurnex as an online eCommerce platform offers you general services consisting of:
- the listing of your products;
- customer services (for a limited time) via ePenfurnex automated platform;
- order processing via ePenfurnex automated platform;
- logistics coordination as much as it is practicable to assist the seller PROVIDED that its capacity allows for such assistance,
2. Products You Can Sell (Clause 8 of the Terms)
You can sell products that are legally permitted to be sold and that comply with our Policies. Since you are selling the products directly to ePenfurnex buyers, you are responsible for all matters related to the products that you sell on ePenfurnex including but not limited to ensuring that the product content, product quality and origin, and financial/transaction documents including invoice/receipt which comply with applicable laws and tax obligations. After shipping your products, you are responsible for returns and product warranties.
3. Fulfilment (Clause 5 of the Terms)
There are two types of fulfilment models – Delivered by Seller and ePenfurnex-Coordinated Delivery. All the orders must be ready to ship.
4. Payment (Clauses 2 and 3 of the Terms)
ePenfurnex (or its designated providers providing payment processing services) will periodically remit to you the Sales Proceeds after deducting Fees due and payable to ePenfurnex for offering the Services to you.
6. How to End Our Relationship? (Clause 12 of the Terms)
You may end your seller relationship with ePenfurnex at any time and without penalty by providing us 30 days’ written notice of your intention to discontinue the use of our services which must be duly received by ePenfurnex.
7. Dispute Resolution (Clause 13 of the Terms)
These Terms are governed by the laws of the jurisdiction of the ePenfurnex platform on which you are selling. Where we are in disagreement regarding any matter, the parties will first try to resolve it amicably and subject to the arbitration clause herein stipulated.
A. Acceptance. Any person who wants to access the ePenfurnex and use the Services to sell Products must accept these Terms and the Policies. You shall provide a copy of any documents requested by ePenfurnex upon entering into the Terms by uploading the same to Seller Center. ePenfurnex may verify these documents and other submitted information prior to effecting Payments.
B. Variations. ePenfurnex may change any of these Terms, and any fees, procedures and Policies governing the Services and the ePenfurnex at any time. These changes will take effect immediately after publication on the ePenfurnex. You are responsible for reviewing notices and Policies, and your continued use of the Services, the ePenfurnex, and/or Seller Center following the changes taking effect will constitute your acceptance of such changes. If you do not agree to any such changes, you must stop using the relevant Services, the ePenfurnex, and Seller Center (except to the extent required in the Terms), and contact Partner Support Center on Seller Center to deactivate your Seller Account upon which these Terms will be terminated. For the avoidance of doubt, newer versions of the Terms supersede older versions, unless otherwise agreed by ePenfurnex.
2. Service & Fee
A. Platform. ePenfurnex provides a platform for Sellers to offer Products for sale to Buyers, and for Sellers to complete transactions with Buyers. Except as set out in the Terms, and to the extent permitted by applicable law, ePenfurnex is not involved in the actual transaction between Seller and Buyers nor is ePenfurnex obliged to verify the accuracy, completeness and legality of the Seller Content published on the ePenfurnex. As vendor of the Products, it is your responsibility to ensure the sale is legal, accurately describe the Products, and the Products are packaged, shipped, warranted and fulfilled in respect of all sale and after sale obligations required by law or by trade. You use the Services, the ePenfurnex and Seller Center at your own risk.
B. Service. The Services provided by ePenfurnex (or its designated providers) under these Terms are classified as:
a) General Services ("General Services") consisting of:
- I. providing supporting services enabling your listing and publishing of Seller Content regarding the Products you offer for sale on the ePenfurnex;
- II. providing the ePenfurnex for you to offer Products for sale;
- III. limited Buyer care services, including coordinating and answering Buyer inquiries and processing returns;
- IV. Order processing;
- V. logistics coordination and related services if the fulfilment model is ePenfurnex Coordinated Delivery
- VI. collection, reconciliation and execution of all Sales Proceeds; and
- VII. other services ancillary to the Services if and when agreed by both parties.
- The General Services include ePenfurnex providing information to you in relation to each Order as necessary under these Terms. You agree that ePenfurnex may provide you with electronic copies of documents such as tax invoices, receipts, credit notes, debit notes, or any other documents for compliance with applicable laws; and
b) Additional Services ("Additional Services") We may, under terms and conditions agreed to in the Policies, and/or in a separate agreement, offer you the option to purchase goods and services provided by us and/or third parties, such as Sales Traffic Activities. We may at any time prescribe and amend the terms of Additional Services in accordance with Clause 1B of these Terms.
C. Fee: In consideration of the provision of Services, ePenfurnex shall be entitled to charge and invoice you the Fee.
D. Settlement. Unless otherwise agreed in writing, settlement of invoices for the Fee shall be effected by setting off against funds in your Seller Account with ePenfurnex.
3. Sales Proceeds – Payment
A. Payment. You authorize Penfurnex Sdn. Bhd. (or its designated providers) to (a) collect the Sales Proceeds and in general any sums due or owing under these Terms and hold the same; (b) calculate and process customer payments, refunds, and adjustments; (c) remit the Net Proceeds; and (d) pay to Penfurnex Sdn. Bhd, to Penfurnex Sdn. Bhd. Affiliates, and to third parties (including Buyers) any amounts you owe to them in relation to your use or transactions on the ePenfurnex. You acknowledge and agree that payments may be collected from Buyer through authorized service providers (such as logistics providers or offline payment channel operators) on behalf of Penfurnex Sdn Bhd.
B. Treatment of Sales Proceeds. You agree that Buyers satisfy their obligations to you as regards the Buyer Contract when ePenfurnex (or its designated providers) receives the Sales Proceeds. The obligation of ePenfurnex (or its designated providers) to remit funds received by us on your behalf is limited to the Net Proceeds (which is the Sales Proceeds minus any sums owed by you to ePenfurnex, ePenfurnex Affiliates or third parties in relation to your use or transactions on the ePenfurnex, and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction in accordance with these Terms and the Policies. The Payment will represent an unsecured claim against ePenfurnex. For the avoidance of doubt, you will not receive interest or any other earnings on Sales Proceeds or Net Proceeds.
C. No responsibility. ePenfurnex (or its designated providers) will have no responsibility with respect to the legality of transactions occurring between Sellers and Buyers relating to the Orders made through the ePenfurnex.
D. Remedies and No Waiver. ePenfurnex may (or may request its designated providers to) delay, suspend or cancel any Payment if ePenfurnex reasonably concludes that your actions and/or performance in connection with these Terms or the Buyer Contract are likely to result, or have resulted, in a breach of any provision of these Terms or the Policies and/or any failure to perform any due obligation under these Terms, any disputes, chargebacks or other third party claims (including Buyer claims), or if there are any sums owed by you to ePenfurnex, ePenfurnex may withhold Payment for the longer of: (a) 90 days; (b) the completion of any investigation regarding your actions or performance; or (c) the resolution of any dispute. Where a Payment is cancelled, such Payment shall be forfeited to ePenfurnex and you give up all claim and right to such monies. Any Payment made by ePenfurnex to you will not in any way be considered as a waiver of ePenfurnex's rights under these Terms.
E. Late Payment Interest. Without prejudice to any other rights and remedies which ePenfurnex has against you, if any sums payable by you to ePenfurnex under the provisions of these Terms shall become due and be unpaid, you shall pay to ePenfurnex the Late Payment Interest, calculated on daily basis from the payment due date until such money is actually received by ePenfurnex.
F. Withholding Tax. To the extent required by applicable laws, ePenfurnex may (or may request its designated providers to) withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Contract. If ePenfurnex is required under applicable laws to deduct or withhold any sum as taxes imposed on any amount due or payable to you, ePenfurnex will make such deduction or withholding as required and the amount payable to you will be reduced accordingly. ePenfurnex will provide you with a document proving that amounts deducted refer to withholding taxes applicable to you. If ePenfurnex is held liable for any taxes or tax compliance costs in connection with the Sales Proceeds and/or the Payments, you shall indemnify ePenfurnex for such tax liability or tax compliance costs irrespective of when such tax liability is assessed.
4. Access to Services and Tools
A. Access to Seller Account. You are responsible for supplying and authorizing access to your Seller Account to your authorized personnel, and for ensuring that any person filling in or signing any document, operating the Seller Account, or handling the Products, on your behalf (other than a ePenfurnex employee, contractor or agent specifically mandated by ePenfurnex) has full power and authority to do so on your behalf. All actions taken by any person accessing or using the Seller Account, Services or Tools on your behalf shall be deemed duly authorized unless you have given ePenfurnex advance written notice of such person’s lack of authority.
B. Accuracy of Seller Account Information. You are responsible for ensuring that all information (including email and bank account details) provided or made available by you or your authorized personnel on Seller Account is accurate and complete at all times. You shall bear all consequences ensuing from any incorrect information provided and ePenfurnex shall have no responsibility to verify any information, take any steps to rectify the situation, or remit any Payment to you.
5. Fulfilment of Orders
A. Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models ("Logistics Services"):
a) Delivery by Seller: Where you are responsible for the delivery of Products to Buyers using postal services, your own logistics services or a 3rd Party Logistic provider (3PL);
b) Penfurnex-coordinated Delivery: Where you are responsible for delivering the Products to ePenfurnex’s designated location or appointed 3PL (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and a ePenfurnex Affiliate), for ePenfurnex to coordinate delivery to Buyers (which for the avoidance of doubt, shall not include any domestic postal services).
B. Delivery by Seller
a) Approval by Penfurnex. You may use “Delivery by Seller” as a fulfilment model only if approved by ePenfurnex.
b) Cash on Delivery (COD). Unless ePenfurnex approves your usage of cash on delivery as a payment model, you shall not collect any payment from Buyer.
c) Seller’s Responsibilities
- i. You will prepare and ship Products under the Buyer Contract to the address specified in the relevant Order within the lead times set out by you for each Product as part of the offer on the platform. If you fail to comply with the stipulated deadline, ePenfurnex may modify the deadline and/or cancel the Order.
- ii. You shall update the status of delivery on Seller Center within the deadline specified in the Policies.
- iii. You shall stop or cancel any Orders if directed by ePenfurnex. If Buyer has already been charged for such Orders, ePenfurnex will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited costs associated with the refund.
- iv. You will ensure that ePenfurnex is at all times supplied with updated Order shipment tracking information.
- v. You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using the Delivery by Seller model, and you shall be responsible for all claims in relation to such Products.
- vi. You shall not require Buyer to provide any other document (except to confirm receipt of delivery) during the delivery process.
d) Title and Risk. Title and risk of loss for Products will remain with you at all times, and ePenfurnex will have no liability whatsoever related to the Products including their shipping, storage, delivery delays, damage or loss through Delivery by Seller.
e) Special Category of Goods. Seller shall not cause any Goods or Products, that is required to be fulfilled on a Delivery- by- Seller model to be delivered under the ePenfurnex Coordinated Delivery model.
C. ePenfurnex-coordinated Delivery (PCD)
The PCD Terms set out in Annex 2 shall apply and form part of the terms.
6. Returns, Failed Deliveries and Inadequate Product
A. Returns and Failed Deliveries. Matters pertaining to return of purchases or failed deliveries shall be handled in accordance with our Return & Refund Policies. In the event that ePenfurnex is required to provide additional services to collect, deliver, process or store any returned or failed delivery parcels for you, such additional fees or expenses may be charged to you and be set off against funds in your Seller Account.
B. Refund of Commission. ePenfurnex will refund you the Commission related to any Failed Delivery or Order returned for Buyer convenience in accordance with any relevant Policies on the ePenfurnex Platform
C. Costs of Failed Delivery/Inadequate Product.
- a) In case of Failed Delivery, ePenfurnex may require you to bear costs associated with the Failed Delivery where the underlying reason for Failed Delivery is Seller’s fault.
- b) In case of an Inadequate Product, you will promptly notify ePenfurnex of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist ePenfurnex with returns, including by initiating the procedures for returning Products to you. You will bear all costs associated with the return and refund or replacement, including the Payment Fee, and unless the shipping has been arranged by you, the Shipping Cost for the shipment of the Product to the Buyer, from the Buyer to ePenfurnex and from ePenfurnex back to you.
D. No Obligation to Return Products. Subject to the Policies, Penfurnex is not obliged to return any Products to you if such return would not be reasonably practicable (including if the value of Products is disproportionately low relative to the cost of returning Products).
E. Inability to Return Products. If (a) ePenfurnex is unable to return the Products to you despite taking reasonable efforts in accordance with the Policies (for example, if you refuse to pick-up the Returned Products; or if your delivery address is incorrect) or (b) ePenfurnex reasonably determines that it is not reasonably practicable to return the Product to you pursuant to Paragraph D above, ePenfurnex may examine, release, dispose of or sell the Products in any manner it sees fit, without any liability or payment obligations to you. You agree that title to all Products will be passed to ePenfurnex prior to any examination, release, disposal, or sale of the Products by ePenfurnex.
F. Sales Proceeds. In case of Failed Delivery: (a) where received by ePenfurnex, Sales Proceeds will be refunded to the Buyer; and (b) where received by you, the Net Proceeds will be refunded to ePenfurnex.
G. No Responsibility. ePenfurnex will not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from you.
7. ePenfurnex Rights
A. ePenfurnex’s Rights. If the Products or your behavior on the ePenfurnex do not comply with these Terms, the Policies, applicable laws or for any reasonable cause, ePenfurnex may at any time (a) delay or suspend listing of, or to refuse to list, or to de-list any or all Products; (b) cancel or suspend any promotion, pricing or traffic benefits; (c) reset your store name; (d) withhold (or request its designated providers to withhold) amounts in your Seller Account, and such amounts may be applied towards refunds to entitled Buyer, reimbursement of rebate or discount extended by ePenfurnex to you, and any costs, fees, penalties or fines imposed by any competent authorities; (e) allow a Buyer to cancel an Order because the ePenfurnex or the Products are unavailable following the commencement of a transaction; and/or (f) require you to pay an Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any competent authorities.
B. Deactivation of Seller Account. ePenfurnex may deactivate your Seller Account with immediate effect and withhold all outstanding payables to you if (a) you breach any obligations under these Terms, the Policies or applicable laws relating to Intellectual Property Rights; (b) you sell counterfeit products or products prohibited from use, distribution or sale under applicable laws; (c) breach any applicable laws; (d) you accumulate the maximum number of non-compliant points as set out in the Policies (set out in Annex 3 of this document); and/or (e) you use the ePenfurnex, the Services and Seller Center in a fraudulent manner.
C. Compliance Purposes. For the purposes of prevention of fraud, compliance with applicable laws or these Terms, or other commercially reasonable reasons, ePenfurnex may impose order value or transaction limits on your Seller Account and/or your Product listings; and/or open and inspect any Product and any storage, facility and/or warehouse in which the Products are stored.
D. Third Party Service Providers. ePenfurnex may work with and/or use the services of its designated providers or other third party service providers in connection with the Services.
E. Variation of Order. ePenfurnex may reject any particular form of Order or payment for the Goods, and not honor or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you to Buyer.
F. Treatment of Orders. ePenfurnex may withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will stop and/or cancel orders of Products if so asked by ePenfurnex (unless you have transferred the Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where you have already received the Net Proceeds, you will refund any Buyer that has been charged for an Order that ePenfurnex has stopped or cancelled.
G. Risk of Credit Card Fraud. Between ePenfurnex and you, you will not be required to bear the risk of credit card fraud (e.g., fraudulent purchases arising from the theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: (a) Orders that you do not fulfil in accordance with the Order information, or (b) any fraud directly or indirectly linked with you. You will bear all other risk of fraud or loss, including any losses suffered by ePenfurnex, its Affiliates, and/or its partners, for any breach of your warranties and undertakings per Clause 8 of these Terms. You will promptly inform ePenfurnex of any changes to the nature or specifications of the Products or any pattern or behavior of fraudulent or other improper activity with respect to any of the Products that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Products.
H. Sales Traffic Activities. ePenfurnex may subject the Products or you to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Products and/or your performance as a seller and ePenfurnex may make these ratings and reviews publicly available.
8. Seller Representations, Warranties and Undertakings
A. General Undertakings: By using ePenfurnex, you undertake, represent and warrant that:
- a) you shall (i) comply with all applicable laws and regulations, including all anti-bribery, anti-corruption and tax laws relating to your activities; (ii) be responsible for and pay all taxes and other charges arising out of or associated with these Terms or the Buyer Contract; and (iii) obtain all necessary rights, licenses, permits, or approvals required for the offer, advertising, and sale of the Products on or through the ePenfurnex;
- b) you shall comply with these Terms, the Policies and any additional terms, including any end user license agreement;
- c) you shall include all information and supporting documents required by applicable law including issue a valid invoice/related document(s) to the Buyer, and ensure that any information provided under these Terms is accurate, current, complete and is not misleading;
- d) you shall fulfil all Orders for Products at their stated quantity and price to Buyers and be responsible for any error in the Listing Price;
- e) you shall not infringe any Intellectual Property Rights;
- f) you shall not post, display or disclose any materials which infringe the Policies;
- g) you shall not use or allow anyone to use the ePenfurnex, the Services and Seller Center in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libelous, or otherwise unsuitable manner including:
- i. opening multiple shops or duplicating stock keeping units on the ePenfurnex without ePenfurnex’s approval;
- ii. generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise);
- iii. conducting activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
- iv. purchasing items sold on the ePenfurnex for commercial use or for use on behalf of a third party;
- v. being a party to any transaction which is not for the bona fide sale and purchase of Products (for example, where the primary or associated purpose is for (A) the encashment of vouchers, codes, and/or rebates; (B) gamification for the purpose of accumulation of any rebates, loyalty points, and/or credit and/or cycle-selling operations etc.; and (C) any other act that constitutes cheating (including reselling, re-purchase of your own Products which is subsidized by ePenfurnex, and re-directing sales);
- h) you shall not access content and information that concerns any party other than you, transmit unsolicited communications, interfere with the proper working of the ePenfurnex, transmit any viruses, Trojan horses, or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;
- i) you shall not intentionally expose ePenfurnex and/or ePenfurnex Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that ePenfurnex determines to be harmful to ePenfurnex and ePenfurnex Affiliates’ operations, reputation, or goodwill; and
- j) ensure that the Listing Price for any Products offered to Buyers is at least as favorable as the price offered by you outside the ePenfurnex on other online channels for the same product in like or lesser quantities.
B. Undertakings in relation to Products: You undertake, represent and warrant that:
- a) the Products are of merchantable quality, fit for their purpose, free from defects, and conform to their listed specifications;
- b) the Products and their offer for sale are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) and conform with the Policies;
- c) you will include all legally required documentation in relation to the Products (including warranty card, warranty information and invoice) and update the same when legally required, and shall provide ePenfurnex and/or Buyer any such document upon request;
- d) you have full unencumbered title in the Products and in any materials incorporated in the Products and all the Products are supplied free of all liens, charges or other security interests;
- e) the Products are not (i) Prohibited and Controlled Products; (ii) Inadequate Product; (iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;
- f) the following prohibited/ restricted items are NOT offered/ sold on ePenfurnex in any way or form:
i. Illegal, Prescription, or Recreational Drugs
ii. Tobacco Products and Related Paraphernalia
iii. Ingestible Supplements
iv. Weapons, Ammunition, or Explosives
vi. Adult Products or Services
viii. Body Parts and Fluids
ix. Subscriptions or Digital Products
x. Concert or Event tickets
This list may be updates from time to time, and it shall be the Sellers responsibility to visit this page regularly for updates.g) you shall provide ePenfurnex with any documentation and information supporting your right to sell the applicable Products, including the right, license and/or permit to sell such Products, any documentation giving you the right to distribute the Products, and if needed, the notarized copy, invoice or other proof thereof at your cost; h) in case of sale of refurbished Products, imported Products, white label Products, or non-OEM Products, you must comply and strictly follow ePenfurnex’s specific content requirements and the specific guidelines defined for such Products on the content production manuals; and i) you shall comply with standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping and packaging requirements under the Policies and/or applicable law.
C. Undertakings in relation to Seller Contents: You acknowledge, undertake, represent and warrant that:
- a) you are the owner or have lawful rights with respect to the use of Intellectual Property Rights concerning the Products and the Seller Contents and you are not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Seller Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products;
- b) the Seller Contents are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the Policies;
- c) you will not use any intellectual property belonging to us and/or ePenfurnex Affiliates without ePenfurnex’s prior approval in writing (including participating in actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any ePenfurnex solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the ePenfurnex to receive, upload, display, distribute, or execute p
- d) you will provide Seller Content that is accurate, up to date and in accordance with the Policies (including proper categorization in accordance with the Policies, availability status, stock level and Listing Price of the Products). The Seller Content must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit, defamatory or obscene materials, or any of yours or a third-party’s marketing material;
- e) Seller Content must be provided in English and/or to the extent required by applicable law, in the language of the countries in which the Products are listed for sale through the ePenfurnex. ePenfurnex may arrange for the translation of the Seller Content into local language of the country in which Products are listed for sale through the ePenfurnex but ePenfurnex is not required to verify the accuracy of the translation process and shall not be liable for any errors or omissions arising from translation;
- f) you will not provide any uniform resource locator marks (“URL Marks”) for use on the ePenfurnex, or request that any URL Marks be used on the ePenfurnex, unless you have the right to publish the Seller Content and have the right and license to sell such Products under applicable laws;
- g) ePenfurnex is designed as a venue to assist transactions between buyers and sellers - not a platform for advertisements. You should only list products that you are intending to sell on ePenfurnex. You are NOT to:
i. add a link on your product page that leads to a separate website;
ii. add a QR Code in your product description and/or photos informing buyers to reach you;
iii. add contact details and address in your product description and/or photos
iv. add any text in your product description and/or photos informing buyers to reach you via other platforms such as Whatsapp, Wechat, Facebook or any other e-market place
(We understand the need for buyers and sellers to communicate with one another. The Chat function in ePenfurnex provides an easy way for both parties to connect!)h) you grant ePenfurnex and ePenfurnex Affiliates a royalty-free, non-exclusive, and worldwide right and license to use, reproduce, display, modify, and re-format any and all of the Seller Content provided by the Seller strictly in accordance with the Seller’s instructions and/or requirements, for the purpose of operation of the ePenfurnex or performance of the services under this Agreement; i) ePenfurnex may determine the use and placement of Seller Contents, and the structure, appearance, design, functionality and all other aspects of the ePenfurnex, the Services, and if any, the Sales Traffic Activities; j) ePenfurnex may use mechanisms that rate, or allow Buyers to rate or review, your Products and/or your performance as a seller and we may make these ratings and reviews publicly available. ePenfurnex shall not be responsible for the reviews and ratings generated by the mechanisms or Buyers, in respect of any Products and/or your performance; k) these Terms confer on you no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the ePenfurnex, Seller Center and any application programming interface or other software) and data (e.g. sales data, performance data, Buyer data, Seller Center data and Seller Center name) used, obtained or created under these Terms. If such rights were nevertheless to have accrued to it for any reason whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to ePenfurnex or any other party designated by ePenfurnex, free of charge, or for a nominal fee; and l) nothing herein contained will be deemed to limit or restrict our or any third party’s rights to assert claims for violation of any Intellectual Property Rights against you.
D. Additional Representations and Warranties: Use of the Services, the ePenfurnex, and Seller Center is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:
- a) (in the case of an individual) (i) you are not a minor and have full power, capacity and authority to enter into and perform your obligations under the Terms; and (ii) any information provided or made available by you is at all times accurate and complete;
- b) (in the case of a company) (i) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered; (ii) you have full power, capacity and authority to enter into and perform your obligations under the Terms; and (iii) any information provided or made available by you or your Affiliates is at all times accurate and complete;
- c) you and any person or entity that has a financial interest in your business, or any person or entity acting on your behalf: (i) have no affiliation with any ePenfurnex employee which may result in a potential or actual conflict of interest; (ii) have not been barred or otherwise prevented from selling on ePenfurnex; or (iii) have not been involved in any lawsuit or claim that has a bearing on the Terms.
E. Continuing Obligations. You undertake and warrant that all your representations, warranties and undertakings in the Terms will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform ePenfurnex of the same and rectify the situation to ePenfurnex’s satisfaction (without prejudice to any other rights or remedies of ePenfurnex).
9. Confidential Information
A. Restriction on Disclosure. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Terms and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
B. Survival of Obligations. The rights and obligations of the parties under this Clause shall survive the termination of the Terms.
10. Personal Data and Buyer Information
A. Use and Processing of Personal Data. You undertake, represent and warrant that you will use and process Personal Data (in particular, the Personal Data of Buyers):
- a) only for the purpose of the execution of these Terms or Buyer Contract and not disclose it to third parties;
- b) in accordance with the requirements under the applicable personal data protection laws and the Policies;
- c) in a manner that ensures ePenfurnex remains in compliance with the requirement under the applicable personal data protection laws; and
- d) you will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for your own benefit or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise.
- You further warrant that you have implemented sufficient security measures to ensure that the Personal Data is securely kept and maintained as required by the applicable personal data protection laws and you agree to be subject to the necessary audits undertaken by ePenfurnex to ensure compliance of the above warranties and to immediately inform ePenfurnex of any Personal Data incident and/ or security breaches upon becoming aware of the same.
B. Rights to Information. ePenfurnex will own all information regarding Buyers, Orders and the supply of the Services, including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and ePenfurnex will not be liable to pay any royalties or fees to you in connection with the use of any such information.
11. Liability – Limitations & Indemnification
A. No liability for inaccuracies or errors. The ePenfurnex and all the content and all its capabilities are provided on an "as is" basis. Any information and any materials provided by or through the ePenfurnex may contain errors and ePenfurnex and ePenfurnex Affiliates expressly DISCLAIM liability for any such errors in whatever forms. Any link found on the ePenfurnex Seller Center or the Tools is provided for your convenience and for further information. It does not signify that ePenfurnex endorses the contents thereof and ePenfurnex has no responsibility for the content of external links.
B. No liability for unavailability. You acknowledge that the availability of ePenfurnex, including its Seller Center is subject to:
- a) availability of resources, including resources under the control of ePenfurnex and availability of a suitable network infrastructure;
- b) geographic and technical capability of communication networks and other delivery systems;
- c) provisioning time that may be required by ePenfurnex to provide the Services and/or the Additional Services; and
- d) you meeting the technical requirements for accessing Seller Center from time to time.
C. No warranties. Except as expressly provided for in the Terms, ePenfurnex makes no other representations or warranties of any kind, express or implied, including: (a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the ePenfurnex, Seller Center, the Services or the Additional Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; (c) that the information, content, materials, or products included on the ePenfurnex or Seller Center will be as represented by ePenfurnex or that ePenfurnex or the Buyers will perform as promised; (d) any implied warranty arising from course of dealing or usage of trade; and (e) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, gross negligence or willful misconduct by ePenfurnex.
D. Correction of documents or content. Any typographical clerical or other error or omission in any acceptance, invoice, Seller Content or other document on the part of ePenfurnex shall be subject to correction without any liability for ePenfurnex.
E. Indemnity. You will defend, indemnify and hold ePenfurnex and ePenfurnex Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, harmless from, and at ePenfurnex's option defend ePenfurnex against, any and all Claims arising out of, or related to:
- a) any actual or alleged breach of your undertakings, representations, warranties, or obligations set forth in the Terms or the Buyer Contract;
- b) any incorrect, misleading, or erroneous information provided to ePenfurnex or any third party in connection with the Services or Additional Services;
- c) any non-compliance by you with any applicable laws or the Policies, including any losses in respect of shipment of Prohibited and Controlled Products incurred by ePenfurnex or its sub-contractors;
- d) any tax compliance costs or tax liability incurred by ePenfurnex or ePenfurnex Affiliates in connection with your activities, arising out of your non-compliance with the applicable tax laws or us or ePenfurnex Affiliates being deemed as your tax agent; or
- e) your own website or other sales channels, the Products, any Seller Contents, the advertisement, offer, sale or return of the Products, any actual or alleged infringement of any Intellectual Property Rights by the Products or the Seller Contents, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time ePenfurnex reasonably determines that any indemnified claim might adversely affect ePenfurnex, ePenfurnex may take control of the defences at your expense. You may not consent to the entry of any judgment or enter into any settlement of a claim against ePenfurnex without the prior consent by ePenfurnex in writing, which consent may not be unreasonably withheld.
F. ePenfurnex’s liability. ePenfurnex will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Terms, the Buyer Contract, the ePenfurnex, Seller Center, the Services, the Products (including inability to use the Services or the Tools), or from messages received or transactions entered into on the ePenfurnex, provided that ePenfurnex will compensate you for any direct damages resulting exclusively, or primarily from ePenfurnex's fraud, gross negligence or willful misconduct.
G. Limitation of liability. If ePenfurnex is nevertheless found liable, to the fullest extent permitted by applicable laws, and not withstanding any other provision of these Terms and all related documents, the aggregate liability of PSB, ePenfurnex and ePenfurnex's Affiliates and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and any of them, to you and anyone claiming by or through you, for all Claims resulting from or in any way related to the Terms shall not exceed Ringgit Malaysia five thousand (RM5,000.00) (or such equivalent amount in local currencies of the Territory).
H. Limitation period. To the extent permitted by applicable laws, any claim by you under the Terms must be notified to ePenfurnex within 60 days from the date the cause of action arose. For the avoidance of doubt, ePenfurnex will not be liable for any claim you make after said deadline. Any such claim shall comply with prevailing Policies. This however, is not applicable to any claims that are relevant to Payment above and/or lost/damaged parcels in respect of ePenfurnex-Coordinated Delivery
A. ePenfurnex’s Termination Right. ePenfurnex may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:
- a) you being in breach of any provision of the Terms and failing to remedy the same within 14 days from being so notified;
- b) you being in breach of any applicable laws or the Policies;
- c) (in the case of an individual) you being adjudicated a bankrupt or have any similar action taken against you in any jurisdiction, or (in the case of a company) you passing a winding up resolution or a court of competent jurisdiction making an order for the same;
- d) the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;
- e) you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or
- f) you ceasing or threatening to cease to carry on business.
B. Seller’s Termination Right. Provided ePenfurnex has not corrected these within 30 days from your written notice to ePenfurnex of the occurrence of any of the following, you have the right to immediately terminate these Terms: (a) ePenfurnex (or its designated providers) delaying payment for more than thirty (30) days without reason; (b) ePenfurnex delaying returns for more than sixty (60) days without valid reason; (c) the making of a judicial management or administration order in relation to ePenfurnex or the appointment of a receiver over ePenfurnex’s assets; (d) the making of an arrangement or composition by ePenfurnex with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (e) ePenfurnex ceasing or threatening to cease to carry on business.
C. Termination with Notice. Either Party may unilaterally terminate these Terms without cause by providing Forty (40) days’ prior written notice to the other Party via ePenfurnex platform.
D. Consequences of Termination. Upon termination of these Terms, you will notify ePenfurnex of all concluded Buyer Contracts which have yet to be performed. Notwithstanding any termination for any reason, you remain responsible for the fulfilment of any pending Order and ePenfurnex (or its designated providers) will fulfil any pending Payment obligations. ePenfurnex shall have the discretion whether to complete or cancel any pending Services, and you shall pay any fees in connection with Services that are completed.
E. Surviving Provisions. Any provision of the Terms that, by its nature, is meant to survive the term or termination, shall survive such term or termination.
A. Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms proposed by either Party (including any terms or conditions which you purport to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Products, will form part of the Terms. The Terms will apply to the relationship between the parties in addition to any specific terms agreed to herein or specifically agreed by the Parties from time to time. In the event of any conflict or inconsistency between these Terms and the Policies, the provisions of these Terms shall prevail.
B. Interpretation. The singular includes the plural and vice versa, as the context may require. Headings are inserted for convenience only and will be ignored when construing these Terms. The term “including” or “include” shall mean “including, without limitation”, unless the context otherwise requires. A statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Terms, and shall include also any past statutory provision or regulation (as from time to time modified or re- enacted) which such provision or regulation has directly or indirectly replaced.
C. Communications. Unless otherwise provided in these Terms or agreed to between the parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the recipient’s address provided to each other under these Terms or any register address with relevant authorities including Suruhanjaya Syarikat Malaysia. If requested by ePenfurnex, you shall forthwith provide to ePenfurnex contact details of a designated contact person, whom ePenfurnex may contact regarding any of your responsibilities arising from the Terms.
D. Assignment. You cannot assign, transfer or subcontract all or part of your rights and/or obligations deriving from the Terms, without the prior written consent of ePenfurnex. ePenfurnex may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Terms.
E. Independent Contractors. You and ePenfurnex are independent contractors, and nothing in the Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. The Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. You have no authority to make or accept any offers or representations on behalf of ePenfurnex.
F. No Third Party Rights. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are for the sole and exclusive benefit of ePenfurnex, ePenfurnex Affiliates and you. Other than as regards the rights of Buyers against you, nothing in the Terms will be construed as giving any third party any rights whatsoever.
G. Illegality. Notwithstanding any other provision in the Terms to the contrary, nothing contained herein will oblige ePenfurnex or you to engage in any action or omission to act which would be prohibited by or penalized under applicable laws. The illegality, invalidity or unenforceability of any provision of the Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The actual or future invalidity or ineffectiveness of any provision in the Terms will not affect the validity or effectiveness of the whole document.
H. Severability. If any provision in these Terms shall be held to be void but would be valid if deleted in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
I. No Waiver. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under applicable laws.
J. Force Majeure. No Party will be liable to the other or be deemed to be in breach of the Terms by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, ePenfurnex may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, ePenfurnex may notify you that it will terminate the Agreement with immediate effect.
K. Variation. No variation of these Terms will be valid unless (a) expressly agreed to in writing and signed by authorized representative of ePenfurnex; or (b) notified to you as provided in accordance with these Terms.
L. Stamp Duty. All stamp duty and registration fees (if any) in respect of these Terms will be fully borne and paid by you.
M. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of Malaysia.
N. Dispute Resolution. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be by DISPUTE RESOLUTION procedures stipulated in the Terms and Conditions and this clause shall constitute an arbitration clause strictly binding on parties SAVE where the breach by the Seller involves Terms and/or Terms and Conditions or related agreement governing the contractual relation between Seller and ePenfurnex/PSB then ePenfurnex/PSB shall reserves its right to forthwith commence legal proceedings in court of law against the Seller without mediation and/or arbitration.
Annex 1 DEFINITIONS
a) 3PL: third party logistics provider.
b) Additional Service: is defined in Clause 2(B)(b).
c) Administrative Fee/Default Fee: the fee specified in Seller Center and chargeable to you for non-compliance with these Terms, the Policies, applicable laws or for any reasonable cause.
d) Affiliate: any entity directly or indirectly controlled by, or controlling ePenfurnex, a Party or any affiliate or subsidiary thereof and/or Parent or Holding company of ePenfurnex.
e) Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these Terms.
f) Buyer: a third-party, who purchases Product on the ePenfurnex.
g) Buyer Contract: each Order by Buyer and accepted by Seller, which is governed by the Terms of Sale on ePenfurnex.
h) Cancellation Penalty: the charge applicable for a Cancelled Order. The Cancellation Penalty amount is as indicated in Seller Center.
i) Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your lack of compliance with any provision of these Terms.
j) Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation).
k) Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price, as specified in Seller Center.
l) Confidential Information: any information proprietary to a party to these Terms or an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
m) Consumption Tax: Any prevailing consumption tax, including but not limited to any Goods and Services Tax, Value Added Tax, Sales Tax and Service Tax, or its equivalent and as from time to time modified.
n) Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example due to: (i) the delivery address (either physical or email) provided by the Buyer or by ePenfurnex being incorrect; (ii) where acceptance of delivery of the Product is required, the Buyer being unable to accept the Product; (iii) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies; or (iv) where the Buyer remains uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier).
o) Fee: the service fee payable by you to ePenfurnex in consideration for the provision of Services, which shall be calculated in accordance with Schedule A.
p) Force Majeure: any event or cause beyond a Party’s reasonable control including but not limited to: (i) an act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of ePenfurnex or ePenfurnex Affiliates, or of a third party); and (vi) health epidemics declared by the World Health Organization.
q) Fulfilled Buyer Contract: an Order the status of which is showing as "Delivered" in Seller Center, or is otherwise deemed by ePenfurnex as having been executed by you, including instalments thereof.
r) Fulfilment Model: the model of Order fulfilment of physical Products and Product agreed to by the parties and as supplemented by the Logistics Services Agreement (if applicable).
s) General Services: is defined in Clause 2(B)(a).
t) Inadequate Product: any wrong, faulty, defective, damaged (excluding any Product damaged due to mishandling by ePenfurnex, ePenfurnex Affiliates, an ePenfurnex contractor, or the Buyer), legally non-compliant Product, or a Product that has been publicly or privately recalled, in accordance with the law or the Policies.
u) Intellectual Property Rights: all patents and copyright, moral rights, trade marks, design rights, rights in or relating to databases, and/or confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
v) Late Payment Interest: ePenfurnex reserves the right to charge a Late Payment Interest of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by ePenfurnex (as well as after judgment).
w) ECD: PePenfurnex-coordinated Delivery (see explanation under Clause 5A and Annex 2).
x) Listing Price: the price, including instalments, at which a Good is offered for sale to Buyers by Seller as indicated on the ePenfurnex at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable under applicable laws, and excludes any coupons or other discounts provided by ePenfurnex to the Buyer.
y) Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms, or any other agreement entered into by the parties and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction, in accordance with these Terms or any other agreement entered into by the parties.
z) Order: the request placed by a Buyer on the ePenfurnex for the purchase of a particular Good.
aa) Payment: payment of Net Proceeds made or to be made by Payment to you.
bb)Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds, for payment processing services.
cc) Personal Data: any personal information as defined by the applicable personal data protection laws and regulations, pertaining, but not limited, to ePenfurnex, ePenfurnex Affiliates, or our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and Buyers.
dd)Platform: the ePenfurnex platform on the following website: www.penfurnex.com.my, or any other internet domain, Mobile Application property of ePenfurnex, where Seller may list Products for sale under these Terms, and where Buyer(s) may buy such Products
ff) Product: one (1), or several (if sold together under one Listing Price) good(s) or service(s) (as the case may be) offered for sale by Seller to Buyers pursuant to the Terms.
gg) Prohibited and Controlled Products: the Products which are listed as prohibited and controlled products in the Policies, including but not limited to Products which are illegal to be listed or sold under applicable laws and regulations.
hh)Returned Product: the return of a physical Product by a Buyer in accordance with these Terms and/or the Policies, including Inadequate Products. You will retain, or take back from the Buyer as the case may be, ownership, title and risk of all Returned Products.
ii)Sales Proceeds: the gross proceeds received from Buyers by ePenfurnex (or its designated providers) on your behalf.
jj) Sales Traffic Activities: Additional Services consisting in: (i) Shop in Shop, which entails a set of specific design features on the ePenfurnex that enhance the visual representation of certain of your Products by means of a dedicated landing page; (ii) Search Engine Optimization, which entails the bidding on relevant keywords related to the Products and/or you on electronic search engines; (iii) Social Media Sales Traffic Activities, which entails the promotion of the Products and/or you on the ePenfurnex or social media platforms; (iv) Banner services which entail the bidding on banners related to the Products or the Seller on electronic search engines; (v) Affiliate services, which entail advertising the Products or the Seller on a network of affiliates that work with ePenfurnex; and/or (vi) other sales promotion services agreed to by the parties. For the avoidance of doubt, each of the Sales Traffic Activities are offered according to separate sets of T&Cs, which shall form part of the Policies.
kk) Schedule: any schedule to these Terms at the time of acceptance of these Terms and such other schedules that may be incorporated by publication or notification in writing by ePenfurnex from time to time. The Schedule(s) form(s) an integral part of these Terms.
ll) Seller Account: an account which you have created with ePenfurnex for access to the ePenfurnex and Tools, and by which the Sales Proceeds may be received.
mm) Seller Center: any tool offered by ePenfurnex to Seller, for the operation of Seller’s operations on the ePenfurnex.
nn) Seller Content: product information, text, images, and any other relevant and/or legally required information relating to the Products, including third party and your trademarks and other Intellectual Property Rights related materials.
oo) Services: the services provided by ePenfurnex under these Terms, being the General Services and if applicable, the Additional Services.
pp) Shipping Cost: the fee charged by ePenfurnex to Seller for ePenfurnex-coordinated Delivery, as determined by ePenfurnex.
qq)Tools: any tools provided by ePenfurnex to you in connection with your access to and use of the Services.
rr) Terms and Conditions: binding terms and conditions on all users of ePenfurnex posted on ePenfurnex together with the Terms.
ss) Working Day: a day other than Saturday, Sunday, or a national or state public holiday in the Territory of your working premises.
Annex 2- ePENFURNEX COORDINATED DELIVERY
These ePenfurnex-coordinated delivery terms shall apply and shall form part of the Terms if the method of fulfilment of Orders is ePenfurnex-coordinated Delivery.
General terms for ePenfurnex-coordinated Delivery
a) Logistics Services. ePenfurnex (through ePenfurnex Affiliate or third party(ies) assigned by ePenfurnex) will provide delivery services to the Seller under ePenfurnex-coordinated Delivery, in accordance with the Policies. You shall fulfil the order through and cooperate fully with the logistics service provider assigned by ePenfurnex to carry out the delivery services. ePenfurnex shall not be obliged to assist you to update the status of delivery on Seller Center, nor shall ePenfurnex be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner assigned by ePenfurnex.
b) Performance of Logistics Services. ePenfurnex may use any method or route to perform ePenfurnex-coordinated Delivery, including to sub-contract all or part of Penfurnex-coordinated Delivery to any sub-contractor which ePenfurnex deems appropriate.
c) Costs. Unless otherwise provided in the Terms, you shall be responsible for all costs incurred for shipping the Products. Any costs assessed against or incurred by ePenfurnex in relation to shipping will be debited to you. If applicable and unless otherwise specified, you shall also be responsible for payment of all customs duties, and taxes and any other charges related to the shipping and custom clearance of Products.
d) Import/Export. ePenfurnex shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If ePenfurnex is listed as the importer, exporter, consignor or consignee in any export or import documentation, ePenfurnex shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If ePenfurnex decides to support you with the completion of the import procedures of the carrier, ePenfurnex may deduct from amounts payable to you, or by other method at our election, any applicable costs or fees or penalties.
e) Restricted Destinations. ePenfurnex may restrict the destinations to which you may ship Products. ePenfurnex has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.
f) Estimated Shipping Costs. Estimated shipping costs, if any, provided prior to shipment are not binding and you agree that you shall be liable for: (i) the actual shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to you.
g) Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to ePenfurnex or its sub-contractors (if any). ePenfurnex or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with ePenfurnex from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies.
h) Rejection/Re-package/Return of Products. ePenfurnex (or ePenfurnex’s 3PL) may reject or re-package (at your expense) any Products for the provision of ePenfurnex-coordinated Delivery, and return such Products.
i) Prohibited and Controlled Products. If your Products fall into any of the prohibited and controlled categories listed in the Policies, ePenfurnex may reject such Products for ePenfurnex-Coordinated Delivery, or provide such services to you subject to additional handling charges payable by you. Any loss or damage to any prohibited of controlled products shall be borne solely by Seller.
j) Fee Deduction. Fees payable by you for ePenfurnex-coordinated Delivery completed by each reconciliation cut-off date shall be deducted from the Sales Proceeds in your Seller Account. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to ePenfurnex, ePenfurnex may issue you an invoice for delivery, and you shall pay such invoiced amounts to ePenfurnex within seven (7) Working Days from the date of the invoice.
k) Lien. ePenfurnex shall, subject to any applicable law, have a lien on any Products in ePenfurnex’s possession for any Fees due and owing from you.
l) Limitation of Liability. The total liability of ePenfurnex to you if there is any loss or damage to Products which are the subject of ePenfurnex-coordinated Delivery and where ePenfurnex is responsible for the risk shall be limited to the replacement value of such Products, calculated in accordance with the Addendum, Provided that, if the loss or damage is caused by your instructions, you failing to comply with these Terms or the Policies, related to the decay of perishable Products, or otherwise directly or indirectly caused by you or your agents or contractors, ePenfurnex shall not be liable for any such loss or damage. Any compensation payable to you under this Clause shall be the exclusive remedy available to you for any Claim arising out of ePenfurnex-coordinated Delivery services.
m) Carrier Information. You shall not use the carrier account information of ePenfurnex, including, without limitation, carrier account number and shipping rates, for any purpose other than for the fulfilment of an Order, nor disclose such information to any third party, and you shall protect such information as Confidential Information.
Specific Terms for ePenfurnex-coordinated Delivery
a) You will prepare and ship the Order to ePenfurnex’s designated location (including any applicable drop-off boxes offered by ePenfurnex or to ePenfurnex’s appointed 3PL) or for ePenfurnex’s pick-up from mutually agreed pick up points (if offered to you), according to the lead times specified to you, provided that, where you fail to comply with the deadline, ePenfurnex may modify the deadline and/or to cancel the Order.
b) You shall stop or cancel any Orders if directed by ePenfurnex. If Buyer has already been charged for such Orders, ePenfurnex will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited and costs associated with the refund.
c) Upon receiving Products that are the subject of an Order, ePenfurnex will deliver the Products to the delivery address and designated recipient, in accordance with the Policies.
d) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using ePenfurnex-coordinated Delivery, and you shall be responsible for all such claims in relation to such Products.
Annex 3 ePENFURNEX NON- COMPLIANCE POINTS
Non- Compliance Points
Outline of Non- Compliance Points
a) Non- Compliance Points System. This is a point based system where Sellers’ compliance to ePenfurnex’s policy are measured. The main objective is to eliminate or minimize to an extent, behavioral misconduct and to make ePenfurnex a fair and regulated platform for all.
b) Result of Non- Compliance Points Accumulation. With the accumulation of non- compliance points, due to non- complaint actions committed by the Seller, and also depending on the severity of the violation, ePenfurnex make take measures such as locking of listed products, account restrictions or terminations; and withholding, forfeiture of proceeds to the Seller.
c) Non-Compliant Actions. A Seller who breaches any existing ePenfurnex policy is considered to have committed a non- compliant action. Depending on the type of policy breach, non- compliance points and/ or account related actions will be applied to the Seller.
Consequences of Non- Compliance (Penalty Milestones)
a) Accumulation of non- compliance points will potentially move a Seller to the penalty milestone which results in account restrictions and even termination.
b) The penalty millstones and subsequent actions that can be taken against the Seller are as follows:
- i. 12 Points received- Listing Restriction for 7 Days. Products are not editable. Seller may delete the product listing and update stock level.
- ii. 24 Points received- Listing Restriction and Limited Traffic for 14 Days. Products are not editable. Seller may delete the product listing and update stock level. Products are visible in Seller’s store but not searchable.
- iii. 36 Points received- Listing Restriction and All Products Offline for 21 Days. Products are not editable. Seller may delete the product listing and update stock level. All products are not visible in Seller’s store and not searchable.
- iv. 48 Points received- Termination from the Platform. Seller’s store will be removed from ePenfurnex.
- At all penalty milestones, the Seller will not be able to upload new products.
c) Without prejudice, ePenfurnex tracks non- compliant actions on a periodic basis. ePenfurnex will also track or investigate particular Sellers for non- compliant actions in the event that a report or complaint has been filed by Buyers, Users of the ePenfurnex, ePenfurnex Employees, or ePenfurnex Affiliates; on in the event that ePenfurnex has reason to believe that an act of non- compliant has been committed.
d) A Seller will only receive up to 16 non- compliance points within 7 calendar days, except for Sellers who are issued with 48 non- compliance points.
e) In the event that 48 non- compliance points or more have been accumulated by the Seller, the Seller’s account will be terminated, and such a decision will be final, with further correspondence on the matter not entertained.
f) Depending on the severity of a non- compliant action, ePenfurnex may decide to deactivate a Seller’s account immediately and subsequently terminate the said account, even if the Seller had not accumulated the maximum number of non- compliance points.
g) ePenfurnex will reset a Seller’s non- compliance points every 365 days, beginning from the date the non- compliance points was issued. A Seller’s account which have been terminated will not be reactivated after 365 days.
Notification of Non-Compliance and Appeals
a) An email will be sent to the Seller as notification of their non- compliance action and consequences.
b) If the Seller has received a notification that a policy had been violated, and would like to file an appeal request, the seller may do so by email within 7 days from the date when the notification of non- compliance was emailed.
c) The period where Sellers are allowed to appeal on their policy violation is 7 days from the date when the notification of non- compliance was emailed.
d) A Seller will no longer be able to appeal on a violation past the appeal validity period.
e) Non- compliance points will remain with a Seller for 365 days before it refreshes.
Non-Compliance Points Chart
a) The Seller’s non- compliance action and corresponding consequences, including non- compliance points that may be attributed are as follows:
|Sellers’ Non- Compliance Action:||Possible Consequences / Points:|
|1. Violation of Website Terms & Condition||Deactivation of product/ account; and/ or + up to 48 Points|
|2. Violation of Online Market Place Agreement||Deactivation of product/ account; and/ or + up to 48 Points|
|3. Fraudulent Dealing/ Fulfillment Fraud||Deactivation of product/ account; and/ or + up to 48 Points|
|4. Selling of prohibited items||Deactivation of product; and/ or + up to 48 Points|
|5. Trading of ePenfurnex Seller Accounts||Deactivation of account; and/ or + up to 48 Points|
|6. Voucher and subsidies abuses (including Buyer buying own products)||+ up to 16 Points per incident|
|7. Sharing of contact/ personal info to perform off platform transaction without approval from ePenfurnex||+ up to 16 Points|
b) ePenfurnex reserves the right to take appropriate legal action against any Seller, who, in our sole discretion, violates the law or the platforms Terms and Conditions or Policies, including without limitation, reporting such user to law enforcement authorities;
Schedule A: KEY COMMERCIAL (FEES)
A. Unless otherwise agreed in writing, Payments will be made by Penfurnex Sdn Bhd to you in accordance with the Policies. The Order status on Seller Center may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of ePenfurnex’s reasonable control.
B. Fee: The Fee payable shall be calculated based on:
- a) the Commission calculated on the Listing Price;
- b) the Payment Fee; and,
- c) if applicable, any Shipping Cost, ePenfurnex Coordinated Delivery Related Charges, Cancellation Penalty, Administrative Fee/Default Fee, Additional Services Fee and/or such other fees as set out in the Policies.
2. Transaction Fee & Commission
A. All sellers are charged a transaction fee to cover payment gateway fees by the service provider only when a successfully completed order is made. Transaction fee are subjected to 6% SST (if applicable) and calculated as 6.36% (after SST) of the final order amount paid by buyer (inclusive of delivery fee). Penfurnex Sdn Bhd. will deduct the transaction fee automatically from the seller's payout when an order is completed.
B. All sellers are charged a transaction and administration fees to cover Deferred Payment Gateway fees by the service provider (Atome) only when a successfully completed order is made. Transaction fee shall be 6%; and administration fee shall be 2% (subjected to 6% SST if applicable) of the final order amount paid by the buyer (inclusive of delivery fee). Penfurnex Sdn. Bhd. will deduct the transaction fee and administration fee automatically from the seller's payout when an order is completed.
C. Payments will be made to seller in respect of orders that have been delivered.
D. Payments are processed within 7 business days after orders have been delivered; and Penfurnex Sdn Bhd will make the Payout to Sellers on/ before the 15th of the following calendar month.
E. Penfurnex Sdn Bhd may provisionally reduce or increase transaction fee/ commission rates from time to time.
F. Example Calculation
Schedule B: ADDENDUM
This Addendum sets out additional terms and conditions governing your use and access of the ePenfurnex. For the avoidance of doubt, this Schedule forms part of the Terms and has the same force and effect as if expressly set out in the body of the Terms. In the event of any conflict or inconsistency between this Addendum and other terms and conditions in the Terms, the provisions of this Addendum shall prevail.
|Section Reference||Additional Terms and Conditions|
|2.||ePenfurnex Online Marketplace entity applicable to you||Penfurnex Sdn Bhd (Company Registration Number: 1200833-U) a company incorporated under the laws of Malaysia having its registered address at: 11, 1st Floor, Lorong Kelasah 1, Taman Kelasah, 13700 Seberang Jaya, Penang.|
i) Annex 2- ePenfurnex Coordinated Delievery, Para l)
Adding details for Replacement Value and Claim Period for Loss or Damage during delivery by ePenfurnex Coordinated Delivery.
|In the absence of any other specific agreement in writing between the Parties:
Items lost or damaged during delivery by ePenfurnex (applicable to ePenfurnex Coordinated Delivery)
Replacement Value under this heading will be limited to the lower of:
Provided that, if the loss or damage is caused by the Seller’s instructions, the Seller failing to comply with the terms of this Agreement or the Policies, or related to the decay of perishable Goods, or otherwise directly or indirectly caused by Seller, its agents or contractors, ePenfurnex WILL NOT be liable for any such loss or damage.
The above however is not applicable in the event that Seller has opted and paid for insurance provided by the third party logistics provider. If such may be the case, matters pertaining to items lost or damaged during delivery shall be addressed based on the said insurance policies, terms and conditions and shall be resolved by the third party logistics provider in question.
Period for Raising Claims
Any disputes or claims relating to any losses or damages under this section must be made by Seller within: (a) in cases of Product damage(s), 25 days from the date any Goods or Products was returned due to any damages; (b) in cases of any Goods or Product loss caused by any third party logistics provider, 25 days from the last updated status by any third party logistics provider.