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Buyer's Terms of Use

Effective Date: [19/12/2019]

 

  1. 1. Introduction

 

    1. 1.1 These Terms of Use (“Terms”) form a legally binding contract between the buyer (collectively, “you” or “Buyer”) and PARTSFIT SDN BHD (Company No.: 201901010792 (1320120-D)), a private limited company incorporated in Malaysia (collectively, “PARTSFIT”, “we”, “us” or “our”). These Terms set out your rights and responsibilities when you use our services and our Platform (defined in Clause 2 below).

 

    1. 1.2 By using our Platform, you:

 

      1. 1.2.1 acknowledge that you have read and understood these Terms;
      2. 1.2.2 represent that you are of legal age to enter into a binding agreement; and
      3. 1.2.3 accept these Terms and agree that you are legally bound by our terms.

 

    1. 1.3 For the purposes of these Terms, Buyers and sellers are collectively known as “Users” and users and PARTSFIT are collectively known as “Parties”.

 

    1. 1.4 If you do not agree to these Terms, do not use or access our Platform.

 

    1. 1.5 We reserve the right to modify, vary and change the terms or policies relating to our Platform at any time as we deem fit. Such modifications, variations and changes to the terms, policies or guidelines relating to our Platform shall be effective upon the posting of an updated version. You agree that it shall be your responsibility to review these Terms regularly. Your continued use of our Platform, following notice of the changes to our terms, policies or guidelines, constitutes your acceptance of our amended terms, policies or guidelines.

 

    1. 2. Description of our Platform

 

    1. 2.1 Our Platform is a business-to-business online marketplace between Corporate Entities (defined in Clause 3 below), specialising in used automobile parts.

 

    1. 2.2 We provide the Users with the place and opportunity for sales and purchase of goods and may help facilitate transactions between Users on our Platform, however the actual contract of sale is directly between Users and we are not a party to that contract or any other contract between Users and accept no obligations in connection with any such contract (including without limitation the entering of contract of sale between them, the exhibition of goods, warranty of purchase and the like. We are not involved in the transaction or dispute between Users but we reserve the right to intervene where necessary in order to resolve the dispute.

 

    1. 2.3 We do not sell or purchase any products ourselves, take possession of the products, either for ourselves or on behalf of Users or others neither do we receive commissions for purchasing and selling.

 

    1. 2.4 Notwithstanding Clause 2.3 above, in very special and limited circumstances such as payment reversal, we may recall the products received you and temporarily retain the products until either payment is duly received or order is cancelled.

 

    1. 2.5 We will not be involved in the execution of transactions such as cancellation, termination, return, refund, guarantee, etc., unless otherwise specified in these Terms.

 

    1. 2.6 This Platform does not transact any sale of goods in the form of auctioning.

 

    1. 2.7 We provide payment processing services through third party service providers for items listed on our Platform. For further information on Payment/Crediting, please see Clause 5.

 

    1. 3. Users

 

    1. 3.1 Users must be Corporate Entity as defined herein below, include any person browsing and/or viewing the Platform or any person posting any advertisement.

 

    1. 3.2 Our Platform is available to companies and/or business entities (“Corporate Entity”). Any person using our Platform on behalf of such Corporate Entities represents that he or she has the authority to bind the Corporate Entity to the terms and conditions set out in these Terms.

 

    1. 4. Representations, Identification and Authorisation of User Account

 

    1. 4.1 By using our Platform, you expressly represent and warrant that you have the right, authority and capacity to accept and agree to these Terms to bind the Corporate Entity you are representing. Without limiting the generality of the foregoing, our Platform is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship. By using our Platform, you further represent and warrant that you have the right, authority and capacity to use our Platform and to abide by these Terms.

 

    1. 4.2 You acknowledge and accept that the registration of an account on the Platform shall be made by you only, the User. You further confirm that all the personal data and contact details in relation to your identity is accurate, precise and complete; and agree, if upon any request at any time by us, to present documentary evidence for verification purposes. You agree that, in any event you are the authorised representative of an individual, agent, sole proprietor, company, or entity, you have obtained the lawful authority via written authorisation or consent from such individual, agent, sole proprietor, company or entity. You agree not to impersonate or represent intentionally or unintentionally, in any way whatsoever, any third party, individual, agent, sole proprietor, company or entity without lawful authority; or otherwise provide, submit or present any false and/or misleading information to us, and you agree that you shall maintain one account only under your personal information and you shall not apply for or register or maintain multiple accounts on the Platform.

 

    1. 4.3 You should take necessary steps to ensure that your email address and password (“User ID”) are kept confidential and secure and should inform us immediately if you have any reason to believe that your User ID has become known to anyone else, or if your User ID is being, or is likely to be, used in an unauthorised manner. You shall not assign, sell, pledge, lend, lease, allow usage or otherwise dispose your user account to a third party.

 

    1. 4.4 You are responsible for all activities that occur under your account, regardless of whether you are the individual who undertakes such activities. This includes any unauthorised access and/or use of your account.

 

    1. 4.5 If we have reason to believe that there is likely to be a breach of security, unauthorised use of your account or misuse of our Platform, we may require you to change your password or we may suspend your account pending investigation. You release and hold us harmless from any and all claims and causes of action arising out of or resulting from any unauthorised use of your account.

 

    1. 4.6 We reserve the right to reject your application for user account registration on our Platform if:

 

      1. 4.6.1 you did not comply with the requirements set forth in Clause 4.2;

 

      1. 4.6.2 your account had been previously suspended from this Platform due to violation of any of these Terms;

 

      1. 4.6.3 you have submitted false or inaccurate information in your application;

 

      1. 4.6.4 you have committed or we have reasonable grounds to believe that you have high plausibility to commit an act which interferes the operation, management and development of this Platform or the enjoyment of the same by other Users;

 

      1. 4.6.5 you are involved or affiliated to any violent organisation in the last 5 years, violent organisation related company, corporate extortionist, fake activist, white-collar crime organisation, terrorist, target of economic sanction by Malaysia or any foreign government; you are revealed to make use or to have certain relationship with any of the foregoing such as to provide funding or facility thereto; you belong to a Corporate Entity that is revealed to be controlled or which operation is substantially effected by the aforesaid individuals or organisations; or you are affiliated to any individual or organisation that is involved in activities which are regarded as socially unacceptable by the general public (“Anti-social Forces”);

 

      1. 4.6.6 we have reasonable grounds to believe that you are a foreign politically exposed person (“PEP”); or

 

      1. 4.6.7 if you fall into such other reason we deem as inappropriate.

 

    1. 4.7 By using this Platform, you expressly warrant that you do not and will not participate in any Anti-social Forces; that you will not by yourself or through a third party commit or threaten to commit an act which might constitute a legal offence pursuant to the laws of Malaysia; spread false information; commit slander or business obstruction by forcible or fraudulent means; or commit any other act that is similar to the foregoing.

 

    1. 4.8 You are responsible to immediately reflect any change to your registered information and to manage and sustain such record to be accurate and updated at all times. We will deem the recorded information to be your latest status and will disregard any change of your information that is not reflected in the registered data. Nonetheless, all transactions and procedures initiated prior to the approval of such application may be processed under the old data and will be deemed as valid.

 

    1. 4.9 We disclaim all liabilities that may arise from any application or changes made by you, or from our denial to approve any of the foregoing.

 

    1. 4.10 You expressly warrant that all liabilities that may arise from third party usage and/or unauthorised access caused by your lack of management, leak or misuse of your user account shall be solely borne by you. You shall also indemnify us if we suffer any damage from such misuse of user account.

 

    1. 5. Payment/Crediting

 

    1. 5.1 All payments shall be made to our designated bank account.

 

    1. 5.2 We provide payment processing services through third party service providers for products listed on our Platform including but not limited to credit card, debit card, PayPal, Bank Transfer and Maybank2U.

 

    1. 5.3 If you make payments through an Automated Teller Machine (ATM) or internet bank transfer (“Bank Transfer”), you must provide us with the transfer receipt or payment transaction reference for verification purposes as payment confirmation.

 

    1. 5.4 If payment confirmation is not received by us within three (3) days, your order will be cancelled.

 

    1. 5.5 You may only change your preferred mode of payment for your purchase prior to making payment.

 

    1. 5.6 We take no responsibility and assume no liability for any loss or damages to you arising from shipping information and/or payment information entered by you or wrong remittance by you in connection with the payment for the products purchased. We reserve the right to check whether you are duly authorised to use certain payment processing service, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.

 

    1. 6. Prohibited Activities

 

    1. 6.1 You must not do or attempt to do anything that is unlawful; prohibited by any laws applicable to our Platform; which we would consider inappropriate; or which might bring us or our Platform into disrepute, including (without limitation):

 

      1. 6.1.1 sharing User’s account with person(s) that do not belong to the same Corporate Entity;

 

      1. 6.1.2 soliciting/requesting payment methods other than the methods designated by us;

 

      1. 6.1.3 publishing any content in any other media;

 

      1. 6.1.4 forcing delivery of product by hand;

 

      1. 6.1.5 requesting for dispatch of product before payment process is completed;

 

      1. 6.1.6 posting or transmitting vulgar or obscene contents;

 

      1. 6.1.7 posting or transmitting false information;

 

      1. 6.1.8 collecting and/or posting information that may identify a person;

 

      1. 6.1.9 accessing our Platform without using the interface provided by us;

 

      1. 6.1.10 using our Platform in any way that is or may be damaging to our Platform, including hacking or trying to steal other users’ information from our Platform;

 

      1. 6.1.11 tampering with or modifying our Platform, knowingly transmitting viruses, worms or other disabling features, or damaging or interfering with our Platform, including (without limitation) using trojan horses, viruses, timebombs, keystroke loggers, spyware or other similar feature or piracy or programming routines that may damage or interfere with our Platform;

 

      1. 6.1.12 using our Platform in any way that interferes Users’ access to our Platform;

 

      1. 6.1.13 using our Platform contrary to applicable laws and regulations, or in any way may cause harm to our Platform, or to any person or business entity;

 

      1. 6.1.14 engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to our Platform or data regarding other users, including email addresses, without our consent;

 

      1. 6.1.15 anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

 

      1. 6.1.16 using our Platform to defame, harass, threaten, menace or offend any person;

 

      1. 6.1.17 using our Platform to send unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

 

      1. 6.1.18 modifying, making derivative works of, disassembling, reverse compiling or reverse engineering any part of our Platform;

 

      1. 6.1.19 interfering with, disrupting, or creating an undue burden on servers or networks connected to our Platform, or violate the regulations, policies or procedures of such networks;

 

      1. 6.1.20 attempting to gain unauthorised access to our Platform (or to other computer systems or networks connected to or used together with our Platform), whether through password mining or any other means;

 

      1. 6.1.21 accessing our Platform in order to build a similar or competitive application, product, or service;

 

      1. 6.1.22 using software or automated agents or scripts to produce multiple accounts on our Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) our Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from our Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

 

      1. 6.1.23 facilitating or assisting a third party to do any of the above acts; and/or

 

      1. 6.1.24 any act or omission which we deem inappropriate.

 

    1. 6.2 Certain areas of our Platform are restricted from being accessed by you and we may further restrict access by you to any areas of our Platform, at any time, in our absolute discretion.

 

    1. 6.3 You are prohibited from using our Platform, including the content, in any way that competes with our business.

 

    1. 7. Terms of Use for Buyers

 

    1. 7.1 By using our Platform, you agree that:

 

      1. 7.1.1 you will only use our Platform for lawful purposes;

 

      1. 7.1.2 you will only use our Platform for the purpose for which it is intended to be used;

 

      1. 7.1.3 you will not intentionally or unintentionally cause or attempt to cause damage to the service provider;

 

      1. 7.1.4 you will provide us with proof of identity as we may reasonably request or require; and

 

      1. 7.1.5 you will provide accurate, current and complete information as required for our Platform and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of these Terms.

 

    1. 7.2 You shall place an order with the intention of purchase according to the procedure defined by us.

 

    1. 7.3 In relation to Clause 5. above, you shall make prompt payment upon placing an order.

 

    1. 7.4 We may without notice suspend your user account if:

 

      1. 7.4.1 payment is not made in accordance to our prescribed method;

 

      1. 7.4.2 payment is not completed within the stipulated time; or

 

      1. 7.4.3 payment could not be completed due to the suspension of your credit/debit card or your bank account is suspended.

 

    1. 8. Completion of Transaction

 

    1. 8.1 A contract of sale shall be concluded when you completed the payment for the specific products which have been exhibited. The seller shall not transfer, secure or otherwise dispose of the rights and obligations generated under the sales contract to a third party.

 

    1. 8.2 We will inform the seller when we receive payment from you. Upon receiving the confirmation, the seller shall make necessary arrangements to have the purchased products delivered to the designated address given by the you and provide details such as the name of the delivery company, the tracking number, etc. to you through the Platform.

 

    1. 8.3 A transaction will be deemed completed when you submit a confirmation of receipt of products or in the event you do not submit your confirmation of receipt or any claim on defect of the delivered product, the elapse of fourteen (14) days’ period from the date of delivery of products (“Completion of Transaction”).

 

    1. 8.4 All complaints on delivered products or any other problem that arise between Users shall be directly solved between Users. Notwithstanding this, we reserve the right to participate in these discussions in our sole discretion.

 

    1. 8.5 Any cancellation of orders prior to Completion of Transaction must be done through mutual agreement between Users. When such agreement is achieved, the seller will notify us on such cancellation and in such event, you shall grant us the right to receive the repayment from the seller as trustee in which we will then transfer the same to you, pursuant to our prescribed procedure.

 

    1. 8.6 In cases of product defect which include but not limited to discrepancy between actual product and its description exhibited on our Platform and damaged product shall be rectified by seller at its own cost by issuing refund, replacement or exchange of product or otherwise.

 

    1. 8.7 Notwithstanding the above, we reserve the right to cancel any contract of sale entered between Users in the following circumstances:

 

      1. 8.7.1 the buyer fails to pay the Total Amount within the stipulated time;

 

      1. 8.7.2 the payment through credit card/debit card/bank account is unsuccessful;

 

      1. 8.7.3 the product was not delivered within the stipulated time; or

 

      1. 8.7.4 any other situation that we deem necessary to cancel the contract of sale.

 

      1. 9. Service Fee

 

    1. 9.1 We charge a service fee for all successful transactions completed via the Platform. The service fee will be borne by the seller at 10% percent of the purchase price of the products, rounded up to the nearest cent. The service fee is subject to Sales and Service Tax and the seller will be responsible for such tax amount (“Service Fee”).

 

 

    1. 9.2 Unless otherwise stated, all fees are quoted in Malaysian Ringgit (RM).

 

    1. 10. Disclaimer

 

    1. 10.1 We shall not be responsible for any loss, damage, claim or liability arising, directly or indirectly:-

 

    • (a) from the use or misuse of Platform by the Users;

 

    • (b) as a result of order made or the purchase of any products by the Users;

 

    • (c) from the failure or omission to protect your credentials from being seen by other persons or otherwise obtained by other persons when you enter your payment details online;

 

    • (d) from the failure to provide accurate information in the course of the online payment process;

 

    • (e) any other reasons in connection with the specified mode of payment; or

 

    • (f) from the inaccurate, incomplete, inappropriate and/or unclear information on the Platform regardless of fault including without limitation, even though it is caused in whole or in part by the negligence, strict liability or other fault of us.   

 

    1. 10.2 The part (serial) number that is indicated on our Platform is for referential purposes only. We will not bear responsibility of any kind regarding such information.

 

    1. 11. Collection and Use of Your Information

 

    1. 11.1 You acknowledge that when you use our Platform, we may use automatic means (including, for example, cookies and web beacons) to collect information about your use of our Platform. You also may be required to provide certain information about yourself as a condition before using our Platform or certain features or functionality, and our Platform may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with our Platform is subject to our Privacy Policy.

 

    1. 11.2 We will process and may disclose personal information including sensitive personal information (as defined in Personal Data Protection Act 2010 and Personal Data Protection Regulations 2013) relating to you and your affiliates, and you consent to the processing and disclosure of such information. You agree to keep us informed of any changes to the information at all material times. In any event, should such necessity arise to obtaining consent, authorisation or permission of any of your affiliates in relation to processing and disclosure of personal information including sensitive personal data (as defined in the Personal Data Protection Act 2010 and Personal Data Protection Regulations 2013), such consent, authorisation or permission is deemed to have been obtained by you unless communicated otherwise to us.

 

    1. 12. Third-Party Materials

 

    1. 12.1 Our Platform may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to a third-party website or services, including through third-party advertising (“Third-Party Materials”).

 

    1. 12.2 You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials.

 

    1. 12.3 Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

 

    1. 13. Third-Party Interactions

 

    1. 13.1 During use of our Platform, you may enter into correspondence with, purchase products and/or services from, or participate in promotions of third-party service providers, advertisers or sponsors showing their products and/or services through our Platform.

 

    1. 13.2 Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party.

 

    1. 13.3 We, our affiliates and licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third party.

 

    1. 13.4 We do not endorse any sites on the Internet that are linked through our Platform, and in no event, shall we or our licensors be responsible for any content, products, services or other materials on or available from such sites or third-party service providers.

 

    1. 13.5 We provide the Platform to you pursuant to these Terms. You recognise, however, that certain third party merchants or service providers, products and/or services may require your agreement to additional or different terms of use prior to your use of or access to such products or services, and We are not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third-party service providers.

 

    1. 14. Termination

 

    1. 14.1 These Terms will be effective when you use our Platform and will continue to be in effect until terminated by you or by us.

 

    1. 14.2 You may submit an application to us in order to terminate your account. You will be able to terminate your account provided that all previous transactions (including orders, payments, deliveries) made by you have been completed.

 

    1. 14.3 You agree that we may, in our sole discretion, terminate or suspend your access to all or part of our Platform with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

 

    1. 14.4 Upon termination or suspension, regardless of the reasons therefore, your right to use our Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our Platform. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

 

    1. 14.5 Termination will not limit any of our rights or remedies at law or in equity and we disclaim all liabilities that may arise from the exercise of this clause.

 

    1. 15. Intellectual Property Rights

 

    1. 15.1 Other than the content you own, or unless otherwise indicated, we and/or our licensors have valid, unrestricted and exclusive rights, title and interest of the patents, trademarks, trade names, trademark registrations, know-how, copyrights, technology, and other Intellectual Property Rights and content contained in or published on our Platform. We and/or any representatives authorised by us reserve the right to use all Intellectual Property Rights for the purpose of including but not limited to promotion, operation, research and/or development of the Platform.

 

    1. 15.2 Your use of our Platform and your use of and access to any content does not grant or transfer to you any rights, title or interest in relation to our Platform or the content. You must not:

 

      1. 15.2.1 copy or use, in whole or in part, any content;

 

      1. 15.2.2 reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any content to any third party; and

 

      1. 15.2.3 breach any Intellectual Property Rights connected with our Platform or the content, including (without limitation) altering or modifying any of the content, causing any of the content to be framed or embedded in another website or platform, or creating derivative works from the content.

 

    1. 15.3 "Intellectual Property Rights" means all applicable rights, title, interests and benefits thereto including, without limitation, patents, copyrights, trademarks, trade secrets, trade names, logos, patents, inventions, registered and unregistered design rights, copyrights, databases, database rights and all other similar intellectual property rights.

 

    1. 15.4 "Know-how" means all confidential and proprietary industrial and commercial information and techniques in any form, including but not limited to, drawings, formulae, tests, results, procedures, project reports and testing procedures, instructions, training manuals, market forecasts, and list of particulars of potential competitors, suppliers and Users.

 

    1. 15.5 We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited unless with our prior written consent.

 

    1. 16. Copyright and Trademark Information

 

    1. 16.1 All content, organisation, layouts, texts, documents, databases, graphics, designs, compilations, photographs, pictures, drawings, videos, sound recordings and other materials related to our Platform (“Content”) are works protected under the Malaysian Copyright Act 1987.

 

    1. 16.2 Subject to the exceptions stated in these Terms, the User is strictly prohibited from carrying out any of the following acts without the prior written consent from us:

 

      1. 16.2.1 modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, transferring, downloading, posting, creating derivative works from, framing and using on any other website, the Content; and

 

      1. 16.2.2 transferring and/or selling any information, software, users list, database or other lists, compilations, products or services provided through or obtained from us or from our Platform including but not limited to, the texts, graphics, logos, photos, audio files and visual files.

 

    1. 16.3 No part of the Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, for republication, distribution, assignment, sublicense, sale, and preparation of derivative works or other use other than for the your personal use only. You further agree that you will not infringe our copyright by any method or manner now known or as may exist in the future.

 

    1. 16.4 We take a serious view of Intellectual Property Rights’ infringement and will not hesitate to take action including commencing legal proceedings against any person for such infringement. We aggressively enforce our Intellectual Property Rights to the fullest extent of the law.

 

    1. 16.5 Without prejudice to the above, you agree not to reproduce, display or otherwise provide access to our Platform on another website or server, for example through framing, mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without the prior written permission from us.

 

    1. 16.6 You may not decompile, reverse engineer or otherwise attempt to discover the source code of any content available on our Platform.

 

    1. 16.7 You shall maintain adequate backup records of all your posted contents on the Platform. You shall assume all responsibility and liability for any loss or damage resulting from your failure to maintain such records.

 

    1. 17. Indemnity

 

    1. 17.1 You agree to indemnify, defend and hold us harmless including our licensors, officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of our Platform or your breach of these Terms.

 

    1. 17.2 Except in cases caused by our gross negligence or wilful misconduct, we will not indemnify any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind suffered by you in relation to this Platform, including but not limited to termination or modification of this Platform, termination of your user account, deletion of any information, loss of data and software failure etc.

 

    1. 18. Disclaimer of Warranties

 

    1. 18.1 Our Platform is provided to you on an “as is where is” basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, we, on our behalf and on behalf of our affiliates and service providers, expressly disclaim all conditions and warranties, whether express, implied, statutory or otherwise, with respect to our Platform:

 

      1. 18.1.1 including but not limited to representations, by any means, as to the availability, accessibility, operation, performance of our Platform, or any other products or services accessed via our Platform;

 

      1. 18.1.2 commercial and non-commercial merchantability, quality, fitness, purpose, title, non-infringement, any implied terms and warranties of our Platform;

 

      1. 18.1.3 the accuracy or usefulness of any advice or information given by us on this Platform;

 

      1. 18.1.4 the non-existence of computer viruses subsisting in the contents on this Platform; and

 

      1. 18.1.5 indemnification arising from course of dealing, course of performance or trade in connection with these Terms.

 

    1. 18.2 To the extent permissible by law we exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance.

 

    1. 18.3 Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that our Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without any interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

 

    1. 18.4 You acknowledge and agree that we do not endorse or recommend; we not an agent, reseller or distributor of, and have no control over any products or services advertised through our Platform, and we hereby expressly disclaims all liabilities and responsibilities arising in relation to any products or services whether available or advertised through our Platform.

 

    1. 18.5 You agree that all statements, offers, information, opinions, materials, content, and third party products or services, from other users and from advertisers should be used, accepted and relied upon only with care and discretion and at your own risk, and we shall not be responsible for any loss, damage or liability suffered by you arising from such use or reliance.

 

    1. 19. Exclusion of Liability

 

    1. 19.1 To the fullest extent permitted by law, in no event shall we, our parent company, subsidiaries, associated companies, directors, officers, employees, servants, suppliers, agents or assigns, be liable under any circumstances for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (“Liability”) suffered by you or any third party, arising from or in connection with your use of our Platform and/or the content and/or any inaccessibility of, interruption to or outage of our Platform and/or any loss or corruption of data and/or the fact that the content is incorrect, incomplete or out-of-date. Access to, and use of, our Platform is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.

 

    1. 19.2 Subject to the limitation stated above, nothing in these Terms shall be deemed to limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.

 

    1. 19.3 For avoidance of doubt, we are not liable and shall not be liable for the acts or omissions of other providers of telecommunications services or for faults in or failure of their networks and equipment.

 

    1. 19.4 In the event that any of the exclusions referred to in this Clause is not permissible in law, our maximum and cumulative total liability (including any liability for acts and omissions of its employees agents and sub-contractors) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses which may arise in connection with its performance or non-performance under these Terms shall not exceed one hundred and fifty Malaysia Ringgit (MYR 150.00).

 

    1. 20. Right to Investigate

 

    1. 20.1 We reserve the right in our sole discretion to investigate complaints, actual, potential or alleged violations of these Terms or other agreements applicable to us and any actual, potential or alleged violations of applicable law, but we undertake no obligation to do so.

 

    1. 20.2 In connection with any such investigation, we may take any action we deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties, and disclosing any information necessary or appropriate to such persons relating to your profile, email address, usage history, posted materials, IP addresses and traffic information.

 

    1. 21. Force Majeure

 

    1. 21.1 We are not responsible or liable for failure or delay of performance caused by act of war, hostility, or sabotage; act of God; electrical, Internet or telecommunication shortage or outage; national, state, or local government restrictions or intervention; or any other event that is beyond our reasonable control, whether foreseeable or not.

 

    1. 22. Invalidity and Severability

 

    1. 22.1 If any provision of these Terms is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then:

 

      1. 22.1.1 such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;

 

      1. 22.1.2 the remaining provisions of these Terms shall remain in full force and effect; and

 

      1. 22.1.3 the Parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

 

      1. 23. Assignment

 

    1. 23.1 You may not assign, transfer or sub-contract any of your rights and obligations under these Terms to any other person without our prior written consent. We may assign, transfer or sub-contract all or any of our rights and obligations under these Terms at any time without your consent to:

 

      1. 23.1.1 our subsidiary or related/affiliated company;

 

      1. 23.1.2 an acquirer of its equity, business or assets; or

 

      1. 23.1.3 a successor by merger.

 

      1. 24. Waiver

 

    1. 24.1 If a party waives any right under these Terms, it must be done in writing. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. A waiver of a breach of a term in these Terms does not operate as a waiver of another breach of the same term or any other term.

 

    1. 25. Equitable Remedies

 

    1. 25.1 You acknowledge that the rights granted, and obligations made under these Terms to us are of a unique and irreplaceable nature, the loss of which shall irreparably harm us and which cannot be replaced by monetary damages alone. As such, we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

 

    1. 26. Access to the Platform

 

    1. 26.1 You shall be responsible to prepare, place and operate at your own cost the computer devices, smart devices, software, telecommunication line and other devices, equipment and/or facilities (“Technology Tools”) necessary for you to assess our Platform.

 

    1. 26.2 You acknowledge that you may be connected through various networks when accessing to this Platform. Depending on the device and original network you use, the data and signals may be converted to different forms while connected or transmitted through such various networks. In this circumstance, we will not be liable for whatever that may arise from this situation.

 

    1. 26.3 All procedures you perform on this Platform via the Internet which include but not limited to data input, exhibition of products, buying and selling of products and termination of account etc., shall be deemed as completed and effected at the time the applicable data is transmitted to our server and is properly reflected on our system.

 

    1. 27. Disputes

 

    1. 27.1 Any dispute that may arise between Users or between Users and third parties in relation to this Platform shall be resolved among the interested parties. Users shall resolve such issues at their own costs and shall jointly and severally indemnify us for any damage (if any) we suffer from such dispute, except in the case where such dispute is caused by our negligence.

 

    1. 27.2 In the event a dispute arises between you and us, you hereby agree to bear all of our costs which include but not limited to attorney fees incurred in relation to such dispute.

 

    1. 28. Notices

 

    1. 28.1 For contractual purposes, you consent:

 

      1. 28.1.1 to receiving communications from us via text messaging service on the Platform, e-mail, post, phone call or any other method we deem appropriate; and

 

      1. 28.1.2 that any terms and conditions, agreements, policies, notices, disclosures and other communications that we provide to you via the methods stipulated above satisfy any legal requirement that such communications would satisfy if they were in writing.

 

    1. 28.2 Unless otherwise specified herein all notices, requests or any other communication to or upon any of the Users shall be deemed to have been received:

 

      1. 28.2.1 In the case of notices given via text messaging service on the Platform, immediately after the same has been communicated;

 

      1. 28.2.2 in the case of notices given by e-mail, twenty-four (24) hours after e-mail is sent to the last email address you provided to us;

 

      1. 28.2.3 in the case of notices delivered by post, five (5) business days after the same is sent by post;

 

      1. 28.2.4 in the case of notices posted on our Platform, on the date the notice was posted notice on our Platform;

 

      1. 28.2.5 in the case of notices delivered through phone calls, immediately after the same has been communicated.

 

    1. 28.3 If you wish to communicate with us, you shall fill up the inquiry form provided on this Platform. We promise to give you a prompt reply upon receiving your inquiry form via one of our designated methods.

 

    1. 28.4 Notwithstanding the foregoing, we shall not be held responsible or liable for any non-delivery or delay of notices or communications under the clause herein.

 

    1. 29. Miscellaneous

 

    1. 29.1 For interpretation of any provisions stipulated in these Terms and matters not expressly specified herein, you shall take the necessary steps to communicate with us and follow our instructions if any issue arises from such interpretation of words.

 

    1. 30. Governing Law and Jurisdiction

 

    1. 30.1 These Terms are governed by, and construed in accordance with, the laws of Malaysia. The courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms.

 

    1. 31. Language

 

    1. 31.1 The Terms is prepared and executed in English language and if it is translated into a language other than English for any purpose, the English version shall in all events prevail and be paramount in the event of any differences, questions or disputes concerning the meaning, form, validity, or interpretation of the Terms.

 

    1. 32. Entire Agreement

 

    1. 32.1 These Terms and Privacy Policy constitute the entire agreement between you and us with respect to our Platform and supersede all prior or contemporaneous understanding and agreements, whether written or oral, with respect to our Platform.

 

 

 

Seller's Terms of Use

Effective Date: [19/12/2019]

 

  1. 1. Introduction

 

    1. 1.1 These Terms of Use (“Terms”) form a legally binding contract between the seller (collectively, “you” or “Seller”) and PARTSFIT SDN BHD (Company No.: 201901010792 (1320120-D)), a private limited company incorporated in Malaysia (collectively, “PARTSFIT”, “we”, “us” or “our”). These Terms set out your rights and responsibilities when you use our services and our Platform (defined in Clause 2 below).

 

    1. 1.2 By using our Platform, you:

 

      1. 1.2.1 acknowledge that you have read and understood these Terms;
      2. 1.2.2 represent that you are of legal age to enter into a binding agreement; and
      3. 1.2.3 accept these Terms and agree that you are legally bound by our terms.

 

    1. 1.3 For the purposes of these Terms, buyers and Sellers are collectively known as “Users” and users and PARTSFIT are collectively known as “Parties”.

 

    1. 1.4 If you do not agree to these Terms, do not use or access our Platform.

 

    1. 1.5 We reserve the right to modify, vary and change the terms or policies relating to our Platform at any time as we deem fit. Such modifications, variations and changes to the terms, policies or guidelines relating to our Platform shall be effective upon the posting of an updated version. You agree that it shall be your responsibility to review these Terms regularly. Your continued use of our Platform, following notice of the changes to our terms, policies or guidelines, constitutes your acceptance of our amended terms, policies or guidelines.

 

    1. 2. Description of our Platform

 

    1. 2.1 Our Platform is a business-to-business online marketplace between Corporate Entities (defined in Clause 3 below), specialising in used automobile parts.

 

    1. 2.2 We provide the Users with the place and opportunity for sales and purchase of goods and may help facilitate transactions between Users on our Platform, however the actual contract for sale is directly between Users and we are not a party to that contract or any other contract between Users and accept no obligations in connection with any such contract including without limitation the entering of contract of sale between Users, the exhibition of goods, warranty of purchase and the like. We are not involved in the transaction or dispute between Users but we reserve the right to intervene where necessary in order to resolve the dispute.

 

    1. 2.3 We do not sell or purchase any products ourselves, take possession of the products, either for ourselves or on behalf of Users or others neither do we receive commissions for purchasing and selling.

 

    1. 2.4 Notwithstanding Clause 2.3 above, in very special and limited circumstances such as payment reversal, we may recall the products received by the buyer and temporarily retain the products until either payment is duly received or order is cancelled.

 

    1. 2.5 We will not be involved in the execution of transactions such as cancellation, termination, return, refund, guarantee, etc., unless otherwise specified in these Terms.

 

    1. 2.6 This Platform does not transact any sales and purchase of goods in the form of auctioning.

 

    1. 2.7 We provide payment processing services through third party service providers for items listed on our Platform. For further information on Payment / Crediting, please see Clause 5.

 

    1. 3. Users

 

    1. 3.1 Users must be Corporate Entities as defined herein below, include any person browsing and/or viewing the Platform or any person posting any advertisement.

 

    1. 3.2 Our Platform is available to companies and/or business entities (“Corporate Entities”). Any person using our Platform on behalf of such Corporate Entities represents that he or she has the authority to bind the Corporate Entities to the terms and conditions set out in these Terms.

 

    1. 4. Representations, Identification and Authorisation of User Account

 

    1. 4.1 By using our Platform, you expressly represent and warrant that you have the right, authority and capacity to accept and agree to these Terms to bind the Corporate Entities you are representing. Without limiting the generality of the foregoing, our Platform is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship. By using our Platform, you further represent and warrant that you have the right, authority and capacity to use our Platform and to abide by these Terms.

 

    1. 4.2 You acknowledge and accept that the registration of an account on the Platform shall be made by you only, the User. You further confirm that all the personal information and contact details in relation to your identity is accurate, precise and complete; and agree, if upon any request at any time by us, to present documentary evidence for verification purposes. You agree that, in any event you are the authorised representative of an individual, agent, sole proprietor, company, or entity, you have obtained the lawful authority via written authorisation or consent from such individual, agent, sole proprietor, company or entity. You agree not to impersonate or represent intentionally or unintentionally, in any way whatsoever, any third party, individual, agent, sole proprietor, company or entity without lawful authority; or otherwise provide, submit or present any false and/or misleading information to us, and you agree that you shall maintain one account only under your personal information on the Platform and you shall not apply for or register or maintain multiple accounts on the Platform.

 

    1. 4.3 You should take necessary steps to ensure that your email address and password (“User ID”) are kept confidential and secure and should inform us immediately if you have any reason to believe that your User ID has become known to anyone else, or if your User ID is being, or is likely to be, used in an unauthorised manner. You shall not assign, sell, pledge, lend, lease, allow usage or otherwise dispose your user account to a third party.

 

    1. 4.4 You are responsible for all activities that occur under your account, regardless of whether you are the individual who undertakes such activities. This includes any unauthorised access and/or use of your account.

 

    1. 4.5 If we have reason to believe that there is likely to be a breach of security, unauthorised use of your account or misuse of our Platform, we may require you to change your password or we may suspend your account pending investigation. You release and hold us harmless from any and all claims and causes of action arising out of or resulting from any unauthorised use of your account.

 

    1. 4.6 We reserve the right to reject your application for user account registration on our Platform if:

 

      1. 4.6.1 you did not comply with the requirements set forth in Clause 4.2;

 

      1. 4.6.2 your account had been previously suspended from this Platform due to violation of any of these Terms;

 

      1. 4.6.3 you have submitted false or inaccurate information in your application;

 

      1. 4.6.4 you have committed or we have reasonable grounds to believe that you have high plausibility to commit an act which interferes the operation, management and development of this Platform or the enjoyment of the same by other Users;

 

      1. 4.6.5 you are involved or affiliated to any violent organisation in the last 5 years, violent organisation related company, corporate extortionist, fake activist, white-collar crime organisation, terrorist, target of economic sanction by Malaysia or any foreign government; you are revealed to make use or to have certain relationship with any of the foregoing such as to provide funding or facility thereto; you belong to a Corporate Entity that is revealed to be controlled or which operation is substantially effected by the aforesaid individuals or organisations; or you are affiliated to any individual or organisation that is involved in activities which are regarded as socially unacceptable by the general public (“Anti-social Forces”);

 

      1. 4.6.6 we have reasonable grounds to believe that you are a foreign politically exposed person (“PEP”); or

 

      1. 4.6.7 if you fall into such other reason we deem as inappropriate.

 

    1. 4.7 By using this Platform, you expressly warrant that you do not and will not participate in any Anti-social Forces, that you will not by yourself or through third party make any violent claim or any unreasonable claim exceeding legal responsibilities, recourse violence or threats in relation to any transaction, spread false information, commit slander or business obstruction by forcible or fraudulent means, or commit any other act that is similar to the foregoing.

 

    1. 4.8 You are responsible to immediately reflect any change to your registered information and to manage and sustain such record to be accurate and updated at all times. We will deem the recorded information to be your latest status and will disregard any change to your information that is not reflected to the registered data. Nonetheless, all transactions and procedures initiated prior to the approval of such application may be processed under the old data and will be deemed as valid.

 

    1. 4.9 We disclaim all liabilities that may arise from any application or changes made by you, or from our denial to approve any of the foregoing.

 

    1. 4.10 You expressly warrant that all liabilities that may arise from third party usage and/or unauthorised access caused by your lack of management, leak or misuse of your user account shall be solely borne by you. You shall also indemnify us if we suffer any damage from such misuse of user account.

 

    1. 5. Payment/Crediting

 

    1. 5.1 The payment of the products price, including the delivery fees and any charges arising from the purchase of products, shall be made by the buyer to the seller.

 

    1. 5.2 All payments we receive from buyers will be processed by us before remitting the balance of sales proceeds (after deducting the Service Fee as defined in Clause 9 below) (“Sales Proceeds”) to you.

 

    1. 5.3 Sales Proceeds will be transferred to you as a lump sum payment on a monthly basis, i.e. on or before the last day of the month. We will, after deducting the Service Fee, remit to you the Sales Proceeds received from buyers between the 11th of the preceding month up to the 10th of current month.

 

    1. 5.4 We will issue receipts of tax invoices for the Service Fee paid by you on request.

 

    1. 5.5 In addition to Clause 2.7, any request by the buyer to integrate any third-party payment processing service on the Platform will be binding on you. In the event the buyer performs such integration services, you acknowledge and agree that we shall accept the payment by the buyer on behalf of you through the integration service and we shall remit the same to you.

 

    1. 5.6 Subject to Clause 5.4, you shall not treat any buyer who desires to opt for any payment methods provided by third-party payment processing services differently nor shall you refuse such payment methods unless such payment method is an unauthorised payment method by us, in violation or in breach of the Terms or you have reasonable belief that such payment method is unlawful. Without prejudice to the foregoing, the buyer shall have the option to elect any payment methods made available on the Platform and you agree that you are not allowed to claim any additional service charges, save and except the payment for the product ordered, from the buyer.

 

    1. 5.7 Notwithstanding withdrawal or termination of account, remittance of Sales Proceeds will still be subject to Clause 5.2 above.

 

    1. 6. Prohibited Activities

 

    1. 6.1 You must not do or attempt to do anything that is unlawful; prohibited by any laws applicable to our Platform; which we would consider inappropriate; or which might bring us or our Platform into disrepute, including (without limitation):

 

      1. 6.1.1 exhibiting or selling imitated/counterfeit products;

 

      1. 6.1.2 exhibiting or selling stolen products;

 

      1. 6.1.3 exhibiting or selling completed cars excluding half cut;

 

      1. 6.1.4 exhibiting or selling other products that may violate the law;

 

      1. 6.1.5 exhibiting or selling products possessed through fraud or trickery;

 

      1. 6.1.6 exhibiting or selling unethical products or which may go against public policy;

 

      1. 6.1.7 exhibiting or selling products which you do not intend to sell;

 

      1. 6.1.8 exhibiting or selling products which cannot be explained in clear and concise meaning;

 

      1. 6.1.9 using irrelevant images as part of product description which may lead to misrepresentation;

 

      1. 6.1.10 purchasing any product that you exhibited on this Platform;

 

      1. 6.1.11 sharing User’s account with person(s) that do not belong to the same company;

 

      1. 6.1.12 soliciting/requesting payment methods other than the methods designated by us;

 

      1. 6.1.13 using this Platform for false deals;

 

      1. 6.1.14 compel Users to rate your products;

 

      1. 6.1.15 publishing any content in any other media;

 

      1. 6.1.16 exhibiting or selling any product without the appropriate authorisation, notification, license required by law (if required);

 

      1. 6.1.17 exhibiting or selling any product without the exact image of such product you possess in your hand;

 

      1. 6.1.18 exhibiting or selling any product which you do not possess (i.e. by relying on reservation, back-order, etc.);

 

      1. 6.1.19 exhibiting or selling a product for or on behalf of a third party;

 

      1. 6.1.20 exhibiting or selling in the form of an auction/bid;

 

      1. 6.1.21 lead, transfer or solicit someone to another competing platform similar to our Platform;

 

      1. 6.1.22 engaging in recruiting activity;

 

      1. 6.1.23 posting or transmitting vulgar or obscene contents;

 

      1. 6.1.24 posting or transmitting false information;

 

      1. 6.1.25 collecting and/or posting information that may identify a person;

 

      1. 6.1.26 accessing our Platform without using the interface provided by us;

 

      1. 6.1.27 selling, sublicensing and/or otherwise commercialising any content;

 

      1. 6.1.28 publicly performing and/or showing any content;

 

      1. 6.1.29 using our Platform in any way that is or may be damaging to our Platform, including hacking or trying to steal other users’ information from our Platform;

 

      1. 6.1.30 tampering with or modifying our Platform, knowingly transmitting viruses, worms or other disabling features, or damaging or interfering with our Platform, including (without limitation) using trojan horses, viruses, timebombs, keystroke loggers, spyware or other similar feature or piracy or programming routines that may damage or interfere with our Platform;

 

      1. 6.1.31 using our Platform in any way that interferes Users’ access to our Platform;

 

      1. 6.1.32 using our Platform contrary to applicable laws and regulations, or in any way may cause harm to our Platform, or to any person or business entity;

 

      1. 6.1.33 engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to our Platform or data regarding other users, including email addresses, without our consent;

 

      1. 6.1.34 anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

 

      1. 6.1.35 using our Platform to defame, harass, threaten, menace or offend any person;

 

      1. 6.1.36 using our Platform to send unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

 

      1. 6.1.37 modifying, making derivative works of, disassembling, reverse compiling or reverse engineering any part of our Platform;

 

      1. 6.1.38 interfering with, disrupting, or creating an undue burden on servers or networks connected to our Platform, or violate the regulations, policies or procedures of such networks;

 

      1. 6.1.39 attempting to gain unauthorised access to our Platform (or to other computer systems or networks connected to or used together with our Platform), whether through password mining or any other means;

 

      1. 6.1.40 accessing our Platform in order to build a similar or competitive application, product, or service;

 

      1. 6.1.41 using software or automated agents or scripts to produce multiple accounts on our Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) our Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from our Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

 

      1. 6.1.42 facilitating or assisting a third party to do any of the above acts; and/or

 

      1. 6.1.43 any act or omission which we deem inappropriate.

 

    1. 6.2 Certain areas of our Platform are restricted from being accessed by you and we may further restrict access by you to any areas of our Platform, at any time, in our absolute discretion.

 

    1. 6.3 You are prohibited from using our Platform, including the content, in any way that competes with our business.

 

    1. 7. Terms of Use for Sellers

 

    1. 7.1 By using our Platform, you agree that:

 

      1. 7.1.1 you will only use our Platform for lawful purposes;

 

      1. 7.1.2 you will only use our Platform for the purpose for which it is intended to be used;

 

      1. 7.1.3 you will not intentionally or unintentionally cause or attempt to cause damage to the service provider;

 

      1. 7.1.4 you will provide us with proof of identity as we may reasonably request or require; and

 

      1. 7.1.5 you will provide accurate, current and complete information as required for our Platform and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of these Terms.

 

    1. 7.2 You shall exhibit your products in accordance with our prescribed procedures.

 

    1. 7.3 You shall withdraw exhibited products in accordance with our prescribed procedures.

 

    1. 7.4 You shall be subject to our evaluation in line with our prescribed standard and we may impose restriction of exhibition method and usage if you do not meet our prescribed standard.

 

    1. 7.5 You acknowledge and agree that there are certain items that shall not be exhibited on this Platform (“Prohibited Items”). Exhibition of Prohibited Items shall be deemed as breach of these Terms regardless of whether such exhibition was made intentionally or negligently.

 

    1. 7.6 You shall comply with Second-Hand Dealers Act 1946, Sale of Goods Act 1957, Copyright Act 1987, Trade Marks Act 2019, Trade Descriptions Act 2011, Electronic Commerce Act 2006 and all other applicable laws.

 

    1. 7.7 We reserve the right to decide the exhibition of any product or a series of products to be offered for sale and cancel such exhibition or transaction if it does not meet our prescribed standard. In such circumstances, we will not be liable for any damage that may arise from the outcome of our decision.

 

    1. 7.8 We will upon our sole discretion enforce measures set forth in these Terms, cancel or restrict any exhibition or transaction, in the event you are found to be in breach of these Terms or we deem your action or conduct as inappropriate under reasonable grounds. In such circumstance, we will not be liable for any damage as a result of such enforcement.

 

    1. 8. Completion of Transaction

 

    1. 8.1 A contract of sale shall be concluded when the buyer completed the payment for the specific products which have been exhibited. You shall not transfer, secure or otherwise dispose of the rights and obligations generated under the contract of sale to a third party.

 

    1. 8.2 We will inform you when we receive payment from the buyer. Upon receiving the confirmation, you shall make necessary arrangements to have the purchased products delivered to the designated address given by the buyer and provide details such as the name of the delivery company, the tracking number, etc. to the buyer through the Platform.

 

    1. 8.3 You must use your best effort to ensure the buyer receives the purchased products within fourteen (14) days from the date of delivery of products.

 

    1. 8.4 A transaction will be deemed completed when the buyer submits a confirmation of receipt of products or in the event the buyer does not submit his/her confirmation of receipt or any claim on defect of the delivered product, the elapse of fourteen (14) days’ period from the date of delivery of products (“Completion of Transaction”).

 

    1. 9. Service Fee

 

    1. 9.1 We charge a service fee for all successful transactions completed via the payment processing services pursuant to Clause 5.2 above. The service fee will be borne by you at 10% percent of the purchase price of the products, rounded up to the nearest cent. The service fee is subject to Sales and Service Tax and you will be responsible for such tax amount (“Service Fee”).

 

    1. 9.2 The actual amount of such Service Fee will be indicated on the screen where the sales price of the applicable product is inputted.

 

    1. 9.3 The Service Fee will be deducted from the Sales Proceeds before remitting the balance to you as stipulated in Clause 5.2 above.

 

    1. 9.4 The delivery cost will also be deducted if the Seller selects the delivery method provided by PARTSFIT.

 

    1. 9.5 Unless otherwise stated, all fees are quoted in Malaysian Ringgit (RM).

 

    1. 10. Disclaimer

 

    • (a) We shall not be responsible for any loss, damage, claim or liability arising, directly or indirectly, from the use or misuse of Platform by the Users; and
    • (b) from the exhibition of products or any other act by the User.

 

    1. 10.1 The part (serial) number that is indicated on our Platform is for referential purposes only. We will not bear responsibility of any kind regarding such information.

 

    1. 11. Collection and Use of Your Information

 

    1. 11.1 You acknowledge that when you use our Platform, we may use automatic means (including, for example, cookies and web beacons) to collect information about your use of our Platform. You also may be required to provide certain information about yourself as a condition before using our Platform or certain features or functionality, and our Platform may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with our Platform is subject to our Privacy Policy.

 

    1. 11.2 PARTSFIT will process and may disclose personal information including sensitive personal information (as defined in Personal Data Protection Act 2010 and Personal Data Protection Regulations 2013) relating to you and your affiliates, and you consent to the processing and disclosure of such information. You agree to keep us informed of any changes to the information at all material times. In any event, should such necessity arise to obtaining consent, authorisation or permission of any of your affiliates in relation to processing and disclosure of personal information including sensitive personal information (as defined in the Personal Data Protection Act 2010 and Personal Data Protection Regulations 2013), such consent, authorisation or permission is deemed to have been obtained by you unless communicated otherwise to us.

 

    1. 12. Third-Party Materials

 

    1. 12.1 Our Platform may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to a third-party websites or services, including through third-party advertising (“Third-Party Materials”).

 

    1. 12.2 You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials.

 

    1. 12.3 Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

 

    1. 13. Third-Party Interactions

 

    1. 13.1 During your use of our Platform, you may enter into correspondence with, purchase products and/or services from, or participate in promotions of third-party service providers, advertisers or sponsors showing their products and/or services through our Platform.

 

    1. 13.2 Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party.

 

    1. 13.3 We, our affiliates and/or licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third party.

 

    1. 13.4 We do not endorse any sites on the Internet that are linked through our Platform, and in no event, shall we or our licensors be responsible for any content, products, services or other materials on or available from such sites or third-party service providers.

 

    1. 13.5 We provide our Platform to you pursuant to these Terms. You recognise, however, that certain third-party merchants or service providers, products and/or services may require your agreement to additional or different terms of use prior to your use of or access to such products or services, and we are not a party to and disclaim any and all responsibility and/or liability arising from such agreements between you and the third party service providers.

 

    1. 14. Termination

 

    1. 14.1 These Terms will be effective when you use our Platform and will continue to be in effect until terminated by you or by us.

 

    1. 14.2 You may submit an application to us in order to terminate your account. You will be able to terminate your account provided that all previous transactions (including orders, payments, deliveries) made by you have been completed.

 

    1. 14.3 You agree that we may, in our sole discretion, terminate or suspend your access to all or part of our Platform with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

 

    1. 14.4 Upon termination or suspension, regardless of the reasons thereto, your right to use our Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our Platform. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

 

    1. 14.5 In addition to Clause 14.4, you shall not exhibit any products on the Platform upon termination or suspension, and you shall not be relieved from your obligations and responsibilities with respect to any exhibitions made on the Platform prior to the termination.

 

    1. 14.6 Termination will not limit any of our rights or remedies at law or in equity and we disclaim all liabilities that may arise from the exercise of this Clause.

 

    1. 15. Intellectual Property Rights

 

    1. 15.1 Other than the content you own, or unless otherwise indicated, we and/or our licensors have valid, unrestricted and exclusive rights, title and interest of the patents, trademarks, trade names, trademark registrations, know-how, copyrights, technology, and other intellectual property rights and content contained in or published on our Platform. We and/or any representatives authorised by us reserve the right to use all Intellectual Property Rights for the purpose of including but not limited to promotion, operation, research and/or development of the Platform.

 

    1. 15.2 Your use of our Platform and your use of and access to any content does not grant or transfer to you any rights, title or interest in relation to our Platform or the content. You must not:

 

      1. 15.2.1 copy or use, in whole or in part, any content;

 

      1. 15.2.2 reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any content to any third party; and

 

      1. 15.2.3 breach any Intellectual Property Rights connected with our Platform or the content, including (without limitation) altering or modifying any of the content, causing any of the content to be framed or embedded in another website or platform, or creating derivative works from the content.

 

    1. 15.3 "Intellectual Property Rights" means all applicable rights, title, interests and benefits thereto including, without limitation, patents, copyrights, trademarks, trade secrets, trade names, logos, patents, inventions, registered and unregistered design rights, copyrights, databases, database rights and all other similar intellectual property rights.

 

    1. 15.4 "Know-how" means all confidential and proprietary industrial and commercial information and techniques in any form, including but not limited to, drawings, formulae, tests, results, procedures, project reports and testing procedures, instructions, training manuals, market forecasts, and list of particulars of potential competitors, suppliers and Users.

 

    1. 15.5 We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited unless with our prior written consent.

 

    1. 16. Copyright and Trademark Information

 

    1. 16.1 All content, organisation, layouts, texts, documents, databases, graphics, designs, compilations, photographs, pictures, drawings, videos, sound recordings and other materials related to our Platform (“Content”) are works protected under the Malaysian Copyright Act 1987.

 

    1. 16.2 Subject to the exceptions stated in these Terms, you are strictly prohibited from carrying out any of the following acts without the prior written consent from us:

 

      1. 16.2.1 modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, transferring, downloading, posting, creating derivative works from, framing and using on any other website, the Content; and

 

      1. 16.2.2 transferring and/or selling any information, software, Users list, database or other lists, compilations, products or services provided through or obtained from us or from our Platform including but not limited to, the texts, graphics, logos, photos, audio files and visual files.

 

    1. 16.3 No part of the Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, for republication, distribution, assignment, sublicense, sale, and preparation of derivative works or other use other than for the your personal use only. You further agree that you will not infringe our copyright by any method or manner now known or as may exist in the future.

 

    1. 16.4 You hereby agree to assign absolutely to us all title and interests relating to copyright in the listings and advertisements posted on our Platform, including but not limited to texts, graphics, drawings, layouts and photographs (Assigned Works).

 

    1. 16.5 You hereby warrant that you are the copyright owner or authorised licensee in the Assigned Works and any marks reproduced by the you on our Platform and shall indemnify us from any claims by any third party arising from the ownership of the Assigned Works or marks.

 

    1. 16.6 All photographs used in any listings and advertisements and posted on our Platform will be endorsed with our watermark seal ("Watermark"). The Watermark shall not at any time be removed, altered or tampered with.

 

    1. 16.7 We take a serious view of Intellectual Property Rights’ infringement and will not hesitate to take action including commencing legal proceedings against any person for such infringement. We aggressively enforce our Intellectual Property Rights to the fullest extent of the law.

 

    1. 16.8 Without prejudice to the above, you agree not to reproduce, display or otherwise provide access to our Platform on another website or server, for example through framing, mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without the prior written permission from us.

 

    1. 16.9 You may not decompile, reverse engineer or otherwise attempt to discover the source code of any content available on our Platform except under the specific circumstances expressly permitted by law or by us in writing.

 

    1. 16.10 You shall maintain adequate backup records of all posted contents on the Platform. You shall assume all responsibility and liability for any loss or damage resulting from your failure to maintain such records.

 

    1. 17. Indemnity

 

    1. 17.1 You agree to indemnify, defend and hold us harmless including our licensors, officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of our Platform or your breach of these Terms.

 

    1. 17.2 Except in cases caused by our gross negligence or wilful misconduct, we will not indemnify any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind suffered by you in relation to this Platform, including but not limited to termination or modification of this Platform, termination of your user account, deletion of any information, loss of data and software failure etc.

 

 

    1. 18. Disclaimer of Warranties

 

    1. 18.1 Our Platform is provided to you on an “as is where is” basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, we, on our behalf and on behalf of our affiliates and service providers, expressly disclaim all conditions and warranties, whether express, implied, statutory or otherwise, with respect to our Platform:

 

      1. 18.1.1 including but not limited to representations, by any means, as to the availability, accessibility, operation, performance of our Platform, or any other products or services accessed via our Platform;

 

      1. 18.1.2 commercial and non-commercial merchantability, quality, fitness, purpose, title, non-infringement, any implied terms and warranties of our Platform;

 

      1. 18.1.3 the accuracy or usefulness of any advice or information given by us on this Platform;

 

      1. 18.1.4 the non-existence of computer viruses subsisting in the contents on this Platform; and

 

      1. 18.1.5 indemnification arising from course of dealing, course of performance or trade in connection with these Terms.

 

    1. 18.2 To the extent permissible by law we exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance.

 

    1. 18.3 Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that our Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without any interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

 

    1. 18.4 You acknowledge and agree that the we do not endorse or recommend; we are not an agent, reseller or distributor of, and have no control over any products or services advertised through our Platform, and we hereby expressly disclaim all liabilities and responsibilities arising in relation to any products or services whether available or advertised through our Platform.

 

    1. 18.5 You agree that all statements, offers, information, opinions, materials, content, and third party products or services, from other users and from advertisers should be used, accepted and relied upon only with care and discretion and at your own risk, and we shall not be responsible for any loss, damage or liability suffered by you arising from such use or reliance.

 

    1. 19. Exclusion of Liability

 

    1. 19.1 To the fullest extent permitted by law, in no event shall we, our parent company, subsidiaries, associated companies, directors, officers, employees, servants, suppliers, agents or assigns, be liable under any circumstances for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (“Liability”) suffered by you or any third party, arising from or in connection with your use of our Platform and/or the content and/or any inaccessibility of, interruption to or outage of our Platform and/or any loss or corruption of data and/or the fact that the content is incorrect, incomplete or out-of-date. Access to, and use of, our Platform is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.

 

    1. 19.2 Subject to the limitation stated above, nothing in these Terms shall be deemed to limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.

 

    1. 19.3 For avoidance of doubt, we are not liable and shall not be liable for the acts or omissions of other providers of telecommunications services or for faults in or failure of their networks and equipment.

 

    1. 19.4 In the event that any of the exclusions referred to in this Clause is not permissible in law, our maximum and cumulative total liability (including any liability for acts and omissions of its employees agents and sub-contractors) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses which may arise in connection with its performance or non-performance under these Terms shall not exceed one hundred and fifty Malaysia Ringgit (MYR 150.00).

 

    1. 20. Right to Investigate

 

    1. 20.1 We reserve the right in our sole discretion to investigate complaints, actual, potential or alleged violations of these Terms or other agreements applicable to us and any actual, potential or alleged violations of applicable law, but we undertake no obligation to do so.

 

    1. 20.2 In connection with any such investigation, we may take any action we deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties, and disclosing any information necessary or appropriate to such persons relating to your profile, email address, usage history, posted materials, IP addresses and traffic information.

 

    1. 21. Research and Reporting

 

    1. 21.1 In the event of any violation of the Terms or we receive any complaints made against you, you are required to supply us with a written report summarising the cause of the violation or complaints and any corrective actions required, and conduct any research, submit any relevant materials and/or take such other actions as determined by us, to address such violation or complaints.

 

    1. 21.2 With respect to Clause 21.1, we may provide necessary advice and/or instructions to you based on the written report, research and/or materials submitted by you, of which you shall be responsible in addressing and resolving the said violation or complaints made. In addition to the foregoing, you shall be responsible to devise and implement such plan to rectify and improve the circumstances as we deem necessary.

 

    1. 21.3 You acknowledge and agree that any relevant government authorities or agency may impose the same obligations on you to the extent as it is required under Clause 21.1 and 21.2.

 

    1. 22. Force Majeure

 

    1. 22.1 We are not responsible or liable for failure or delay of performance caused by act of war, hostility, or sabotage; act of God; electrical, internet or telecommunication shortage or outage; national, state, or local government restrictions or intervention; or any other event that is beyond our reasonable control, whether foreseeable or not.

 

    1. 23. Invalidity and Severability

 

    1. 23.1 If any provision of these Terms is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then:

 

      1. 23.1.1 such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability;

 

      1. 23.1.2 the remaining provisions of these Terms shall remain in full force and effect; and

 

      1. 23.1.3 the Parties shall use their respective best endeavours to negotiate and agree a substitute provision which is valid and enforceable and achieves to the greatest extent possible of the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

 

      1. 24. Assignment

 

    1. 24.1 You may not assign, transfer or sub-contract any of your rights and obligations under these Terms to any other person without our prior written consent. We may assign, transfer or sub-contract all or any of our rights and obligations under these Terms at any time without your consent to:

 

      1. 24.1.1 our subsidiary or related/affiliated company;

 

      1. 24.1.2 an acquirer of our equity, business or assets; or

 

      1. 24.1.3 a successor by merger.

 

      1. 25. Waiver

 

    1. 25.1 If a party waives any right under these Terms, it must be done in writing. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. A waiver of a breach of a term in these Terms does not operate as a waiver of another breach of the same term or any other term.

 

    1. 26. Equitable Remedies

 

    1. 26.1 You acknowledge that the rights granted, and obligations made under these Terms to us are of a unique and irreplaceable nature, the loss of which shall irreparably harm us and which cannot be replaced by monetary damages alone. As such, we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

 

    1. 27. Access to the Platform

 

    1. 27.1 You shall be responsible to prepare, place and operate at your own cost the computer devices, smart devices, software, telecommunication line and other devices, equipment and/or facilities (“Technology Tools”) necessary for you to assess our Platform.

 

    1. 27.2 You acknowledge that you may be connected through various networks when accessing to this Platform. Depending on the device and original network you use, the data and signals may be converted to different forms while connected or transmitted through such various networks. In this circumstance, we will not be liable for whatever that may arise from this situation.

 

    1. 27.3 All procedures you perform on this Platform via the Internet which include but not limited to data input, exhibition of products, buying and selling of products and termination of account etc., shall be deemed as completed and effected at the time the applicable data is transmitted to our server and is properly reflected on our system.

 

    1. 28. Disputes

 

    1. 28.1 Any dispute that may arise between Users or between Users and third parties in relation to this Platform shall be resolved among the interested parties. Users shall resolve such issues at their own costs and shall jointly and severally indemnify us for any damage (if any) we suffer from such dispute, except in the case where such dispute is caused by our negligence.

 

    1. 28.2 In the event a dispute arises between you and us, you hereby agree to bear all of our costs which include but not limited to attorney fees incurred in relation to such dispute.

 

    1. 29. Notices

 

    1. 29.1 For contractual purposes, you consent:

 

      1. 29.1.1 to receiving communications from us via text messaging service on the Platform, e-mail, post, phone call or any other method we deem appropriate; and

 

      1. 29.1.2 that any terms and conditions, agreements, policies, notices, disclosures and other communications that we provide to you via the methods stipulated above  satisfy any legal requirement that such communications would satisfy if they were in writing.

 

    1. 29.2 Unless otherwise specified herein all notices, requests or any other communication to or upon any of the Users shall be deemed to have been received:

 

      1. 29.2.1 In the case of notices given via text messaging service on the Platform, immediately after the same has been communicated;

 

      1. 29.2.2 in the case of notices given by e-mail, twenty-four (24) hours after e-mail is sent to the last email address you provided to us;

 

      1. 29.2.3 in the case of notices delivered by post, five (5) business days after the same is sent by post;

 

      1. 29.2.4 in the case of notices posted on our Platform, on the date the notice was posted notice on our Platform;

 

      1. 29.2.5 in the case of notices delivered through phone calls, immediately after the same has been communicated.

 

    1. 29.3 If you wish to communicate with us, you shall fill up the inquiry form provided on this Platform. We promise to give you a prompt reply upon receiving your inquiry form via one of our designated methods.

 

    1. 29.4 Notwithstanding the foregoing, we shall not be held responsible or liable for any non-delivery or delay of notices or communications under the clause herein.

 

    1. 30. Governing Law and Jurisdiction

 

    1. 30.1 These Terms are governed by, and construed in accordance with, the laws of Malaysia. The courts of Malaysia are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms.

 

    1. 31. Language

 

    1. 31.1 The Terms is prepared and executed in English language and if it is translated into a language other than English for any purpose, the English version shall in all events prevail and be paramount in the event of any differences, questions or disputes concerning the meaning, form, validity, or interpretation of the Terms.

 

    1. 32. Entire Agreement

 

    1. 32.1 These Terms and Privacy Policy constitute the entire agreement between you and us with respect to our Platform and supersede all prior or contemporaneous understanding and agreements, whether written or oral, with respect to our Platform.