2. USE OF THE PLATFORM AND/OR SERVICES
2.2 Content provided on this Platform is solely for informational purposes. Product representations expressed on this Platform are those of the vendor and are not made by us. Submissions or opinions expressed on this Platform are those of the individual posting such content and may not reflect our opinions.
2.3 Certain services and related features that may be made available on the Platform may require registration or subscription. Should you choose to register or subscribe for any such services or related features, you agree to provide accurate and current information about yourself, and to promptly update such information if there are any changes. Every user of the Platform is solely responsible for keeping passwords and other account identifiers safe and secure. The account owner is entirely responsible for all activities that occur under such password or account. Furthermore, you must notify us of any unauthorized use of your password or account. Beecomb shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
2.4 We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.
2.5 We reserve the right, but shall not be obliged to:
(b) prevent or restrict access of any unauthorised user to the Platform and/or the Services;
(c) remove, prevent or restrict access of any authorised user to the Platform and/or the Services;
(d) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
(e) to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.
3 USER SUBMISSIONS
3.1 You grant us a non-exclusive licence to use the materials or information that you submit to the Platform and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions (collectively, "Submissions"). When you post comments or reviews to the Platform, you also grant us the right to use the name that you submit or your username, in connection with such review, comment, or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, remove or edit any Submissions.
4. TRADEMARKS AND COPYRIGHTS
4.1 All intellectual property rights, whether registered or unregistered, in the Platform, information content on the Platform and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, three dimensional model, three dimensional craftwork, three dimensional action or movement and their selection and arrangement, and all software compilations, underlying source code and software (collectively referred to as “Intellectual Property”) shall remain our property or where applicable, our affiliates or third party intellectual property owners. The entire contents of the Platform also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.
4.2 No part or parts of the Platform may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment any Intellectual Property without our prior written permission or that of the relevant Intellectual Property owners. No party accessing the Platform shall claim any right, title or interest therein. Permission will only be granted to you to download, print or use the Intellectual Property for personal and non-commercial uses, provided that you do not modify the Intellectual Property and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.
5. OUR LIMITATION OF RESPONSIBILITY AND LIABILITY
5.1 The Platform and all data and/or information contained therein and/or the Services are provided on an “as is” and “as available” basis without any warranties, claims or representations made by Beecomb of any kind either expressed, implied or statutory with respect to the Platform and/or the Services, including, without limitation, warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose. All data and/or information contained in the Platform and/or the Services are provided for informational purposes only.
5.2 Without limiting the foregoing, Beecomb does not warrant that the Platform and/or the Services or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that this Platform and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.
5.3 Beecomb and all of its respective officers, employees, directors, agents, contractors and assigns shall not be liable to you for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
(a) any access, use and/or inability to use the Platform or the Services;
(b) reliance on any data or information made available through the Platform and/or through the Services. You should not act on such data or information without first independently verifying its contents;
(c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
(d) any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
5.4 Any risk of misunderstanding, error, damage, expense or losses resulting from the use of the Platform and/or Services is entirely at your own risk and we shall not be liable therefore.
6.1 For your convenience, we may include hyperlinks to other websites or content on the Platform that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
7. APPLICABLE LAW AND JURISDICTION
8.2 Notwithstanding the foregoing, Beecomb reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
TERMS AND CONDITIONS OF SALE
1. DEFINITION AND INTERPRETATION
1.1 Parties hereby expressly agrees that the term appears on the left column of the table shown below, shall carry the meaning appears on the right column of the table shown below unless otherwise expressly and specifically agrees by the parties.
TERM DEFINITION AND INTERPRETATION
Beecomb Beecomb Sdn Bhd. (Company No.: 201901034546 (1343876-K)), a company incorporated in Malaysia and having its registered address at A-3A-6, Block A, Seri
Gembira Avenue, Jalan Senang Ria, Taman Gembira, 58200 Kuala Lumpur, Malaysia.
Beecomb Terms and Conditions these Terms and Conditions of Sale and all other terms and conditions and policies pertaining to the use of the Platform and/or the Services
Buyer the person who purchases G&S on the Platform
Conditions the Terms and Conditions of Sale
Contract the contract formed when Seller accepted the order placed by Buyer on the Platform for the purchase of G&S sold by Seller
Goods & Services [“G&S”] the goods and/or services made available for sale on the Platform, including any instalment of the G&S or any parts for them, unless specifically identified.
Platform the Beecomb mobile app
Seller a seller which uses the Platform and/or Services to sell G&S to the Buyers, and includes a Third Party Vendor. Beecomb may also be a “Seller” for selected G&S;
Services the use of any services, information and functions made available by Beecomb at the Platform
Third Party Vendor a Seller which, with Beecomb’s permission, uses the Platform and/or Services to sell G&S to the Buyer, and excludes Beecomb
Writing electronic mail facsimile transmission and any comparable means of communication.
1.2 Any reference above to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 Any references to “Beecomb” refer to both Beecomb’s actions on its own behalf as Seller and/or as the operator of the Platform and/or as the agent of Third-Party Vendors as Seller in respect of each and every Contract.
1.4 The headings are for convenience only and shall not affect the interpretation of any parties.
2. BASIS OF THE CONTRACT
2.1 The Platform provides a digital platform/ place to hold an Online and/or Virtual Exhibition/ Market and further provides an opportunity for the sale of G&S between the Buyer and the Seller (collectively “Parties”).
2.2 Where the Buyer has placed an order on the Platform for the purchase of G&S sold by Beecomb and Beecomb has accepted the same, this shall constitute a Contract entered into directly between the Buyer and Beecomb. On the other hand, where the Buyer has placed an order on the Platform for the purchase of G&S sold by a Third Party Vendor and the said Third Party Vendor has accepted the same, this shall constitute a Contract entered into directly between the Buyer and the Third Party Vendor. Where the Contract is entered into directly between the Buyer and a Third Party Vendor, Beecomb is not a party to the Contract or any other Contract between the Buyer and Third Party Vendor and accepts no obligations in connection with any such Contract. Parties to such contracts shall be entirely responsible for the Contract between them, the listing of G&S, warranty of purchase and the like.
2.3 Any information made available on the Platform in connection with the supply of G&S, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs or any information disclosed by Third Party Vendors through the chat system are not binding and for information purposes only. In entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claim based on any such representations or information so provided.
2.4 While the Seller endeavours to provide an accurate description of the G&S, neither Beecomb nor Seller warrants that such description is accurate, current or free from error. In the event that the G&S the Buyer receives is fundamentally different from the G&S as described on the Platform and which the Buyer has ordered, Clause 7 of these Conditions shall apply.
2.5 Any typographical clerical or other error or omission in any quotation, invoice or other document or information issued by Beecomb in its website shall be subject to correction without any liability on the part of Beecomb.
2.6 Clause 2.2 – 2.5 shall have effect towards all activities whenever applicable and Beecomb reserves the right to determine the meaning of applicable activities.
3. ORDERS AND SPECIFICATIONS
3.1 The Buyer may purchase G&S by placing and completing the order form on the Platform and shall be responsible for ensuring the accuracy of the order. All orders shall be subject to Seller’s acceptance in their sole discretion and each order accepted by the Seller shall constitute a separate Contract and shall be deemed to be irrevocable and unconditional upon transmission through the Platform. Beecomb shall be entitled (but not obliged) to process such orders without further consent from the Buyer. Nevertheless, you may request to cancel or amend the order which Beecomb shall endeavour (but not obliged) to give effect to on a commercially reasonable effort basis.
3.2 Order acceptance and completion of the Contract between the Buyer and Seller will only be completed upon Beecomb issuing a confirmation of dispatch of the G&S to the Buyer. For the avoidance of doubt, Beecomb shall be entitled to refuse or cancel any order without giving any reasons for the same to the Buyer prior to issue of the confirmation of dispatch. Beecomb shall furthermore be entitled to require the Buyer to furnish Beecomb with contact and other verification information, including but not limited to address, contact numbers prior to issuing a confirmation of dispatch.
3.3 No concluded Contract may be modified or cancelled by the Buyer except with prior written consent from Beecomb and on terms that the Buyer shall indemnify Beecomb in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Beecomb as a result of the modification or cancellation, as the case may be.
4.1 The price of the G&S shall be the price stated on the Platform at the time which the Buyer places and completes the order form on the Platform. The price includes any applicable sales and services tax, value added tax or similar tax which the Buyer shall be liable to pay to Beecomb in addition to the price, but it excludes the delivery charges.
4.2 In the event that a G&S has been mispriced on the Platform, the Seller reserves the right to terminate the Contract, in which Beecomb shall, on behalf of Seller (where Seller is a Third Party Vendor), notify the Buyer of such cancellation by giving three days’ notice. The Seller shall have such right to terminate the Contract notwithstanding that the G&S have been dispatched or are in transit or that payment has been charged to Buyer.
5. TERMS OF PAYMENT
5.1 The Buyer shall be entitled to make payment for the G&S using the various payment methods made available on the Platform. When Buyer places an order on the Platform, actual payment shall be only charged upon Seller’s acceptance of Buyer’s order and the formation of a Contract. All payments shall be made to Beecomb, either accepting payment in its own right or as Seller’s agent (where Seller is a Third Party Vendor). Buyer acknowledge that Beecomb is entitled to collect payments from Buyer on behalf of Third Party Vendors.
5.2 The terms and conditions applicable to each type of payment, as prescribed by Beecomb on the Platform, shall be applicable to the Contract. The payment methods may also be subject to the following terms:
5.2.1 Credit Card
Credit card payment option is available for all Buyers. Beecomb accepts all Visa and MasterCards credit cards and is 3D Secure enabled (verified by Visa and secured by MasterCard). All credit card information of Buyers are protected by industry leading encryption standards.
Please take note that additional charges may be incurred if Buyer is using a non-Malaysian issued card due to foreign exchange rates.
5.2.2 Debit Cards
Beecomb accepts all Malaysian Visa and MasterCard debit cards, subject to bank availability. All debit card numbers shall be protected by industry leading encryption standards.
5.2.3 Online Banking
By choosing this payment method, the Buyer shall transfer the amount of the total purchase price for the G&S purchased by Buyer to a Beecomb account (including any applicable taxes, fees and shipping costs). The transaction must be payable in Ringgit Malaysia. Beecomb, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time.
5.3 Buyer may not claim against Seller or any of its agents (which may include Beecomb), for any failure, disruption or error in connection with the Buyer’s chosen payment method. Beecomb reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to the Buyer or giving any reason.
5.4 If the Buyer fails to make any payment within the stipulated time as provided by Beecomb and pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to Seller, Seller shall be entitled to:
5.4.1 cancel the Contract or suspend deliveries of the G&S until payment is made in full; and/or
5.4.2 charge the Buyer interest on the amount unpaid at the rate of one point five per cent (1.5%) per month until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).
5.5 All refunds shall be made via the Beecomb virtual payment account ("Beecomb Payment Account"). Beecomb offers no guarantee of any nature for the timeliness of the refunds reaching the Beecomb Payment Account. The processing of payment may take time and it is subject to the payment provider internal processing timeline. All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by the defaulting Buyer or defaulting Seller. All refunds are conditional upon Beecomb’s acceptance of a valid return of the G&S. Beecomb reserve the right to modify the mechanism of processing refunds at any time without notice.
5.6 All payments for the purchased G&S must be made to Beecomb using the payment methods made available on the Platform only. Beecomb shall not be held responsible for any losses which may arise from payments made directly to Third Party Vendors or through payment methods apart from the available payment methods on the Platform.
6. DELIVERY / PERFORMANCE
6.1 Delivery of the G&S shall be made to the address specified by the Buyer in its order.
6.2 Beecomb has the right at any time to sub-contract all or any of its obligations for the sale/delivery of the G&S to any other party as it may from time to time decide without giving notice of the same to the Buyer.
6.3 Any dates quoted for delivery of the G&S are approximate only and delays may occur. The time for delivery/performance shall not be of the essence, and Beecomb shall not be liable for any delay in delivery or performance howsoever caused.
6.4 If Seller has failed to deliver the G&S in accordance with the Contract or within a reasonable time, the Buyer shall, by serving a written notice to Beecomb, be entitled to demand performance within a specified time thereafter and such specified time shall be no less than 14 days. If Beecomb fails to do so within the specified time, the Buyer shall be entitled to terminate the Contract and claim a refund in respect of the undelivered G&S.
6.5 In a situation where the Buyer’s purchase revolving a goods but not service as defined in G&S above and where the goods have been delivered to the Buyer even after such refunds have been claimed by the Buyer pursuant to Clause 6.4 above, Buyer shall immediately notify Beecomb of the delivery. The property in the G&S shall not pass to the Buyer and Buyer shall hold the G&S as Beecomb 's fiduciary agent and bailee and shall keep the G&S separate from those of the Buyer. Beecomb shall be entitled at any time to demand the Buyer to deliver up the G&S to Beecomb and in the event of non-compliance Beecomb reserves its right to take legal action against the Buyer for the delivery of the G&S and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Buyer.
6.6 In a situation where the Buyer’s purchase revolving a service but not goods as defined in G&S above and where the services have been performed even after such refunds have been claimed by the Buyer pursuant to Clause 6.4 above, Buyer shall immediately notify Beecomb of the performance. Beecomb shall be entitled at any time to demand the Buyer to repay the monies refunded to Beecomb and in the event of non-compliance Beecomb reserves its right to take legal action against the Buyer for the peformance of the service and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Buyer.
6.7 If the Buyer fails to take delivery of the Goods or performance of Services (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of Seller's fault) then without prejudice to any other right or remedy available to Beecomb, Beecomb may:
6.7.1 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract provided the price has been paid in cleared funds in full or charge the Buyer for any shortfall below the price under the Contract; or
6.7.2 terminate the Contract and claim damages.
7. RETURN, REFUND AND REPLACEMENT OF GOODS
7.1 All Goods but not services as defined under G&S above sold on the Platform is covered under the Beecomb’s Return, Refund and Replacement Policy unless specifically stated otherwise. Buyer may initiate the returns process by communicating with Beecomb or Seller through the Platform.
7.2 Buyer may through the channel provided on the platform, initiate the return process, Buyer shall ensure that the purchased Goods is returned to Beecomb or Seller within three (3) calendar days from the delivery date. For avoidance of doubt, the computation of the three (3) days period shall starts from the date the Buyer received the purchased Goods according to the logistic record. In case of damaged Goods, please contact Beecomb or Seller within the said three (3) days of receiving the delivery to expedite the claim process.
7.3 Buyer may only apply for return of the purchased Goods in the following circumstances:
7.3.1 the Goods delivered to Buyer is defective and/or damaged on delivery;
7.3.2 the Goods delivered to Buyer is materially different from the description provided by Seller in the listing of the Goods;
7.3.3 the Goods delivered to Buyer does not match the agreed specification (e.g. wrong size, colour, etc.) stipulated in the order, unless Buyer’s prior written consent is first obtained;
7.3.4 such other circumstances which may be described by Beecomb in it’s Return, Refund & Replacement Policy. Beecomb may from time to time amend the Return, Refund & Replacement Policy and with effect upon publishing it on it’s website.
7.4 Notwithstanding Clause 7.3 above, return or cancellations of any perishable goods are not allowed. To ensure that Buyer is satisfied with the product Buyer received, Buyer should inspect the contents as soon as the order arrives.
7.5 Notwithstanding Clause 7.3 above, personal wearing and/or products are not returnable and this shall include but not limited to underwear, socks etc.
7.6 The application for return of Purchased Goods may also be subject to additional terms and conditions prescribed by Beecomb on the Platform.
7.7 All item returned shall at Beecomb’s sole discretion (if not exercised by Beecomb, the seller shall be allowed to exercise and where Beecomb shall be allowed to override such decision whenever applicable), determine:-
(i) whether the item returned is acceptable as a returned product and be the subject of the Return, Refund and Replacement process;
(ii) whether to Replace the item returned; or
(iii) whether to Refund the monies paid; or
(iv) other solution that Beecomb deems appropriate but Beecomb shall at no circumstances be obliged to provide an alternative solution to Clause 7.8(ii) or (iii).
7.8 Should the Replace/ Refund process involved returning of the goods from the Purchaser to the Seller, it shall be the responsibility of the Seller to liaise with the Purchaser as to the logistic. However the refund shall only take place after the Seller received the returned goods if so requested by the Seller.
7.9 Questions and complaints with regards to returns: -
7.9.1 If you have any questions or complaints, (i) you may either contact the Seller directly via the Platform or (ii) contact Beecomb using the “Contact Us” page on the Platform, as applicable.
7.9.2 In the event that Buyer is unable to resolve any dispute with Seller directly through amicable negotiations, Beecomb reserves the right to suggest and implement an appropriate resolution at its sole discretion.
8. RISK AND PROPERTY OF THE GOODS
8.1 Risk of damage to or loss of the G&S shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to take delivery of the G&S, the time when Beecomb has tendered delivery of the G&S.
8.2 Notwithstanding delivery and the passing of risk in the G&S or any other provision of these Conditions, the property in the G&S shall not pass to the Buyer until Beecomb has received in cash or cleared funds payment in full of the price of the G&S and all other G&S agreed to be sold by Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the G&S passes to the Buyer, the Buyer shall hold the G&S as Beecomb’s fiduciary agent and bailee and shall keep the G&S separate from those of the Buyer.
8.4 The Buyer agrees with Beecomb that the Buyer shall immediately notify Beecomb of any matter from time to time affecting Beecomb’s title to the G&S and the Buyer shall provide Beecomb with any information relating to the G&S as Beecomb may require from time to time.
8.5 Until such time as the property in the G&S passes to the Buyer (and provided the G&S are still in existence and have not been resold), Beecomb shall be entitled at any time to demand the Buyer to deliver up the G&S to Beecomb and in the event of non-compliance Beecomb reserves its right to take legal action against the Buyer for the delivery of the G&S and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Buyer.
8.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the G&S which remain the property of Beecomb but if the Buyer does so all moneys owing by the Buyer to Beecomb shall (without prejudice to any other right or remedy of Beecomb) forthwith become due and payable.
8.7 If the provisions in this Clause 8 of these Conditions are not effective according to the law of the country in which the G&S are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Buyer shall take all steps necessary to give effect to the same.
8.8 The Buyer shall indemnify Beecomb against all loss damages costs expenses and legal fees incurred by the Buyer in connection with the assertion and enforcement of Beecomb’s rights under this condition.
9.1 Buyer may terminate the Contract before Seller dispatches the Goods or confirm the services vide the customer service link made available on Beecomb’s platform by written notice. If the Goods have already been dispatched or services confirmed and scheduled, Buyer may not terminate the Contract but may only return the Goods (if eligible) in accordance with Clause 7 of these Conditions.
9.2 Without prejudice to any other right of termination elsewhere in these Conditions, Seller, or Beecomb acting on Seller’s behalf, may stop any Goods in transit, suspend further deliveries of G&S to the Buyer and/or terminate the Contract with immediate effect by written notice to the Buyer on or at any time after the occurrence of any of the following events:
9.2.1 the G&S under the Contract being unavailable for any reason; and/or
9.2.2 the G&S under the Contract has been mispriced on the Platform.
10. WARRANTIES AND REMEDIES
10.1 Subject as expressly provided in these Conditions, all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.
10.2 Subject to this Clause 10 of these Conditions, Seller shall warrants that the G&S will correspond with their specification at the time of delivery. For removal of doubt, any non-complaint or non-action within the return period as defined in Clause 7 above, the Buyer shall be deemed as waived the Buyer’s entitlement to make claim against Beecomb and/or the Third Party Vendor.
10.3 Apart from any Guarantee/ Warranty or whatsoever provided by the manufacturer and/or seller, Beecomb make no guarantee or warranty concerning the G&S.
10.4 Where there is any defect in the quality or condition of the G&S or where the G&S fail to correspond with specification, Buyer may apply to return the defective and/or damaged G&S to Beecomb or Seller in exchange for a replacement or a refund in accordance with Beecomb’s Return Policy and Clause 7 of these Conditions above.
10.5 As an alternative to returning faulty or damaged G&S in exchange for refund or replacement under Clause 7 of these Conditions above, a Buyer may request for a repair of such G&S. Beecomb and Seller however is entitled to accept or reject such request, at its own discretion. Such request shall be irrevocable upon Beecomb’s or Seller’s acceptance of the same and the non-conforming G&S (or part thereof) will be repaired as originally ordered. The Buyer may not later elect for a return under Clause 7 of these Conditions above once Beecomb or Seller has accepted such request.
10.6 Where the G&S have not been repaired within a reasonable time, despite a written warning from the Buyer, the Buyer shall be entitled to a reduction of the price in proportion to the reduced value of the G&S, provided that under no circumstance shall such reduction exceed 15% of the price of the affected G&S. In lieu of repair, Beecomb may, at its sole discretion, grant such a reduction to the Buyer. Upon a repair or price reduction being made as aforesaid, the Buyer shall have no further claim against the Seller.
10.7 When Beecomb or Seller has provided replacement G&S or given the Buyer a refund, the non-conforming G&S or parts thereof shall become property of Beecomb or Seller.
10.8 When a manufacturer and/or seller who provide warranty or guarantee to any of the Buyer on the Platform and fails to perform the same, Beecomb shall not be liable to be held responsible on behalf of the manufacturer and/or seller.
11.1 In no event shall Beecomb be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or if Beecomb had been advised by the Buyer of the possibility of incurring the same.
11.2 The remedies set out in Clause 10 of these Conditions are the Buyer’s sole and exclusive remedies for non-conformity of or defects in the G&S and Beecomb’s liability for the same shall be limited in the manner specified in Clause 10 of these Conditions.
11.3 Notwithstanding any other provision of these Conditions, Seller’s maximum cumulative liability to you or to any other party for all losses under, arising out of or relating to the sale of products under each Contract, shall not exceed the sums that you have paid to Seller under such Contract.
11.4 If a number of events give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these Conditions.
11.5 No action shall be brought against Beecomb later than 12 months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware, and in any event, no later than 12 months from the date receipt of G&S.
12.1 Neither Beecomb nor Seller shall be liable for non-performance, error, interruption or delay in the performance of its obligations under these Conditions (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond Beecomb's or Seller’s reasonable control.
12.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed, if to Beecomb, to its registered office or principal place of business and if to the Buyer, to the address stipulated in the relevant order.
12.3 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of International Commercial Terms published by the International Chamber of Commerce shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
12.4 No waiver by Beecomb of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. Further, Beecomb’s failure to enforce these Conditions shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Conditions.
12.5 If any provision of these Conditions is held by any competent authority to be illegal, invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.6 No person who is not a party to the Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right to enforce any terms of the Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which the agreement must refer to Clause 3.3 of these Conditions.
12.7 The Contract shall be governed by the laws of Malaysia and the Buyer agrees to submit to the non-exclusive jurisdiction of the Courts in Malaysia, as provided for in Clause 12.9 below.
12.8 Buyer must exhaust all legal avenues against Third Party Vendors should any dispute, controversy or claim arises out of or relates to the Contract, or the breach, termination or invalidity thereof, prior to bringing a claim against Beecomb. Any such actions brought against Beecomb for any dispute, controversy or claim arising out of or relating to the Contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Asian International Arbitration Centre (AIAC). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the AIAC. The place of arbitration shall be Kuala Lumpur. Any award by the arbitration tribunal shall be final and binding upon the parties.
12.9 Notwithstanding Clause 12.8 above, Beecomb shall be entitled to commence court legal proceedings for the purposes of protecting its intellectual property rights and confidential information or for a breach or non-performance by means of injunctive or other equitable relief.
12.10 Beecomb may, through the Platform or by such other method of notification as Beecomb may designate, vary the terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date Beecomb specifies through the above means. If Buyer uses the Platform after such date, Buyer is deemed to have accepted such variation. If Buyer do not accept the variation, Buyer must stop access or using the Platform and terminate these Terms & Conditions of Sale.
12.11 Any typographical, clerical or other error or omission in any acceptance, invoice or other document on Seller’s part shall be subject to correction without any liability on Seller’s part.
12.12 In the event that these Conditions are executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Conditions shall govern and shall take precedence over the Foreign Language Version.
12.13 These Conditions shall constitute the entire agreement between Buyer and Seller relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.
12.14 Beecomb reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under these Conditions and reserves the right to use any service providers, subcontractors and/or agents on such terms as Beecomb deems appropriate.
BEECOMB’S TERM OF ENGAGEMENT
THE PARTIES AGREE AS FOLLOWS
1.1 The word “Beecomb” means Beecomb Sdn Bhd.
1.2 The word “Exhibitions” means the Exhibition for which space is ordered and is to be read as including “Show and Fair” which shall be done over the virtual platform owned by Beecomb.
1.3 The word “Exhibitor” means the company or person ordering Space and includes their respective employees servants, agents and any company or person engaged by them in connection with the exhibition.
1.4 The word “Space” or “Platform” means the area of the Exhibition referred to on the front hereof as “Booth No.” allocated to the Exhibitor during the Exhibition.
2.1 The word “Persons” shall include corporations.
2.2 Words importing the masculine gender shall include all genders as the case may require and vice versa.
2.3 The headings of clauses have been inserted for guidance and do not and shall be deemed not to form part of this agreement.
2.4 In the event of a Space being allocated to several Exhibitors each of such Exhibitors is jointly and severally liable for any monies payable hereunder.
2.5 Beecomb shall have full power to interpret and to make or amend these Conditions, Rules and Regulations provided that such amendments and additions do not operate to diminish the rights reserved for the Exhibitor under this Agreement and shall not operate to increase the liabilities of Beecomb.
3. Exhibitor’s Covenant
3.1 In relation to the exhibition and graphics/ drawings/ pictures self-uploaded and to be displayed on the Platform, the Exhibitor shall ensure that all displays and demonstrations are to be in keeping with the dignity and atmosphere of the Exhibition and Beecomb reserves the right to reject any display or demonstration and to take any necessary steps to stop any disturbance or nuisance during the Exhibition. Beecomb reserves the right in its absolute discretion to eject from the Exhibition any of the employees, servants, agents or contractors of the Exhibitor who acts in breach of this provision.
3.2 The Exhibitor shall only use Virtual Booth Artist/ Contractors authorised by the Beecomb. No booth illustration/ designing/ enhancing work may be carried out in the Exhibition by any person other than a person authorised by Beecomb.
3.3 At all times comply with the regulations from time to time in force and issued by any government department or statutory authority. The Exhibitor shall indemnify Beecomb in respect to any proceedings or actions brought against the Beecomb by any person/ corporation/ body/ government as a result of any breach by the Exhibitor of any statutory provision, regulation ordinance or by-law of any government department or duly constituted statutory authority. The Exhibitor shall not call upon the Beecomb to adjudicate on any disputes as between Exhibitors or require Beecomb to do any act or refrain from doing any act in respect of or arising out of any breach by any Exhibitor of any of the statutory provisions, regulations ordinances or by laws referred to herein. This clause does not derogate any of the powers given to the Beecomb as set out in Clause 3.1 hereof.
3.4 In the event of any Exhibitor displaying and selling foodstuffs, he shall comply with the relevant Health Acts and Regulations made thereunder.
3.5 The Exhibitor shall not display any graphics/ drawings/ pictures and/or launching promotion/ sales campaign that involves elements of racism, sexism, religious sensitive and/or inappropriate, infringing other’s copyright/ trademark, illegal (including but not limited to gambling, betting, drug abuse etc.) and shall keep Beecomb fully indemnified against all loss, claims and demand made by 3rd party and Beecomb shall be the only party to determine whether Exhibitor’s act/ omission is in compliance with this clause.
4. Beecomb’s Convenant
4.1 Beecomb will ensure that the platform is always accessible by the authorised Users and exhibitors and to take immediate action to rectify any inaccessibility, breakdown and/or technical issues that are attributable to Beecomb.
4.2 Beecomb will ensure all monies paid by the Users/ Buyer be released to the Exhibitor within twenty-one (21) days from the last day of the Exhibition subject to Exhibitor’s compliance with Clause 7 below.
5. Liability and Indemnity
5.1 Beecomb shall not be liable for any loss or damage whatsoever arising as a result of cyber-attack, cyber-intrusion, cyber-interference, power supply disturbance or any other cause whatsoever or whether occasioned by direct interference, negligent act or omission and the Exhibitor agrees to indemnify Beecomb in respect of any claims being made against Beecomb in respect of such loss or damage.
5.2 The total time of inaccessibility, breakdown and/or technical issues shall not excess 30% of the total Exhibition Time. In the event Beecomb is found to be in breach of Clause 4.1 above, Beecomb shall refund to the Exhibitor of the monies paid by the Exhibitor to Beecomb. For the purpose of computation of the amount refundable, all monies paid shall be refunded on a pro-rata and minute-by-minute basis and no refund shall be made for the 30% time allowance mentioned above, irrespective whether the rectification works are done within or exceeding the said 30% time allowance. Upon paying the said refund sum or providing the Exhibitor with a Statement showing total breakdown time is lower than 30% of the total Exhibition time, parties shall have no further claims against each other and Beecomb shall not be liable to keep the Exhibitor further indemnified against any other loss.
5.3 If the holding of the Exhibition is prevented or abandoned because of any of the occurrences referred to in Clause 5.1 the Exhibitor shall not be entitled to refund of any monies paid by it nor shall it be relieved of the obligation to pay any amount due under this Agreement nor shall Beecomb be liable in any way for any expenditure or liability or loss including consequential loss incurred or sustained by the Exhibitor.
5.4 In compliance of the Personal Data Protection Act 2010 and in order to protect the personal data of the User, all information regarding the User provided by Beecomb to the Exhibitor shall not be circulated and shall be for the Exhibitor’s follow up purpose only. All receivers of the respective User’s info shall be jointly and severally liable to indemnify Beecomb should the User commence legal proceedings against Beecomb.
6. Exhibition Dates and Hours
6.1 Beecomb shall determine when the Exhibition shall be opened to the Exhibitors and the public and their decision as to such hours shall be final and conclusive.
6.2 Beecomb reserve the right at all times to postpone or amend the stated dates of the Exhibition to a date which is, in the opinion of Beecomb, most applicable for such an Exhibition, utilising this right only where circumstances necessitate such action, and without any liability to Beecomb and sponsors for any losses damages or expenses which the Exhibitor may incur as a result thereof.
7. Delivery, Complaints and Release of Payment
7.1 The Exhibitor shall cause or caused the orders made and goods purchased on the Platform, be Ready to Ship within seven (7) days from the date of each order.
7.2 The user/ buyer shall be given three (3) days to give their feedbacks or complaints (if any) to the Exhibitor and the Exhibitor shall immediately attend to the complaint and make attempt to resolve.
7.3 Upon the expiry of twenty-one (21) days from the last day of the Exhibition, Beecomb shall release all monies to the Exhibitor provided no outstanding and/or un-resolved complaint exists, after deducting all deductible items such as Beecomb’s commissions, finance handling charges or whatsoever.
7.4 In the event the complaint made against the Exhibitor suggests the goods sold over the Platform is suspected to be a Counterfeit product, Beecomb shall have the right to refer the matter to the relevant authority and appoint its legal representative to observe the investigation, prosecution or whatsoever process sequel to that. In the event the relevant authorities confirms the complaint, the Exhibitor shall be liable to pay to Beecomb a sum equals to 1.5X of the Retail Price for the counterfeit goods sold on the Platform and further reimburse Beecomb of all fees paid or payable to its legal representative for service rendered in the process.
The parties expressly agree that all the terms of this Agreement are in the written document and neither has relied on any representation or warranty of the other in entering this Agreement save and except other Agreement and/or Form signed in addition to this Agreement.However, in the event of any conflicting clause between the other Agreement and./or Form signed by the parties, the terms and conditions of this Agreement shall prevails.
9. Default Provisions
9.1 If the Exhibitor fails to comply in any substantial respect with the Terms, Conditions, Rules and Regulations of this Agreement and/or other Agreements between the parties, Beecomb shall have the right to shut down and remove the Space assigned to the Exhibitor. The Exhibitor is to be liable for any loss suffered by Beecomb thereby and all monies paid by the Exhibitor hereunder shall be absolutely forfeited to Beecomb. If the Exhibitor fails to occupy the Space within 20 minutes from the commencement of the Exhibition, Beecomb is authorised shut down and remove in such manner as it may deem best in the interests of the Exhibition without refund to the Exhibitor and without releasing the Exhibitor from any liability hereunder.
9.2 Beecomb reserves the right in the interest of the Exhibition and without responsibility for any consequent loss or damage to amend or after the exact size or location of the space allocated to the exhibitor, and the Exhibitor undertakes to agree to any such amendment or alteration and to co-operate in the implementation of it.
9.3 In the event of the Exhibitor infringing any of these Conditions, Rules and Regulations then Beecomb will forfeit his Space and all payments made by him hereunder. The question of whether there is any infringement as aforesaid shall be solely a matter for Beecomb to decide.