Vendoragreement

BeGolfPro Sdn Bhd is owner of E-Commerce Website by the name of BeGolfPro having its url address: http://www.shop.begolfpro.com/ wherein various golf products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.

Vendor is an individual or business entity that is engaged in the business of manufacturing/importing/distributing/trading golf related items and will be selling their products via BeGolfPro Platform.Vendor under BeGolfPro Platform are bound to this agreement witness as under:1.Commencement, Term, Renewal1.1The date of execution of this agreement shall be the commencement date (Date that vendor registers successfully on http://www.shop.begolfpro.com/ )  andthe agreement shall remain valid and binding until either party terminated the agreement with a thirty (30) days notice period. Termination shall be expressed in writing. No oral agreement shall be binding on either of the party.2.Marketing Tools/Support, Products, Availability of products etc2.1The Vendor will keep inform at all times BeGolfPro about the availability of the products in its inventory on vendor dashboard along with detailed specifications like size, colour, texture etc. as may be requiredof the product. Order once placed on the BeGolfPro by the customer shall have to be honoured by the Vendor at all costs.3.Fee/Commissions etc3.1The BeGolfPro as such shall not charge any fee for providing webspace/display on website however for all such sales that are made/generated using the website http://www.shop.begolfpro.com/ a commission shall be paid by the Vendor to the BeGolfPro at an agreed percentage on case to case basis.3.2It is expressly agreed by the parties hereto that the BeGolfPro shall debit the amount of commission from the remittance to Vendor on a monthly basis.4.Order, Handling, Delivery etc4.1Orders for the product shall be received using the website https://begolfpro.shop.benova.com.my and shall be forwarded to the Vendor by the BeGolfPro via e-mail and can be accessed by the vendor through thevendor dashboard .4.2The Vendor shall upon receipt of the order from the BeGolfPro immediately arrange to deliver the products to the designated address as early as possible but in any case the dispatch shall be made within three (3) days ofthe receipt of the Order. In case the Vendor fails to dispatch the product within the aforesaid time, it has to return the amount received back to the BeGolfPro forthwith. No delay in returning the amount is permissible and any delay caused shallbe considered as breach of the agreement and be one of the cause for termination of agreement. The Vendor shall provide to the customer the consignment number, details of courier/shipment agency immediately followed by proof of delivery.4.3The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.4.4The Vendor agrees to replace the defective products supplied to the customer at its own cost and shall not hold the BeGolfPro responsible in any manner whatsoever.4.5The BeGolfPro may, at its discretion arrange to lift the defective products from the customer however the Vendor will still be liable to replace the defective product. Any charges incurred by the BeGolfProfor lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the BeGolfPro upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor fromBeGolfPro will be made however, the BeGolfPro is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defectivewould mean and include but is not limited to wrong product, damaged product, mis sized product and any other shortcoming which the customer may point out. The Vendor hereby authorizes the BeGolfPro to entertain all claims of return of the Productin the mutual interest of the Vendor as well as the Customer.5.Covenants of VendorThe Vendor hereby covenants with the BeGolfPro as under :5.1To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issueand/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. A notice of OUT OF STOCK for the product will be placed on the website when inventory count falls to zero (0).5.2Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the BeGolfPro, to the customer either along with the productssupplied or in any manner whatsoever.5.3Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.5.4The Vendor declares that it has all rights and authorisations in respect of intellectual property rights of third parties and is authorised to sale/provide/licence such products to the customer. The copy ofsuch authorization shall be provided on demand without failure and/or protest.5.5The Vendor agrees to indemnify and keep indemnified the BeGolfPro from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the BeGolfPro due to acts/omissionon the part of the Vendor5.6To provide to the BeGolfPro, for the purpose of the creation/display on website of BeGolfPro, the product description, images, disclaimer, delivery time lines, price and such other details for the productsto be displayed and offered for sale.5.7To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality oris in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the productdescription and image only for the product which is offered for sale through the website of the BeGolfPro. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to preventdisrepute being caused to the BeGolfPro5.8To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regardingthe product which amounts to misrepresentation to the customer.5.9To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the BeGolfPro.5.10At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.5.11Provide information about the Order Status including Airway Bill Number on a daily basis.5.12To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.5.13Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws. Cannot conclude salesoutside of BeGolfPro platform if item enquiry is done through BeGolfPro.5.14To provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the BeGolfPro.5.15To pass on the legal title, rights and ownership in the Products sold to the Customer.5.16To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the BeGolfPro.5.17The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the BeGolfPro and ensure that third parties rights including intellectual property rightsare not infringed.5.18The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Goods and Service Tax, Standardsof Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.5.19To provide to the BeGolfPro copies of any document required by the BeGolfPro for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the BeGolfPro.5.20To seek advance written approval from the BeGolfPro, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.6.Warranties, Representations and Undertakings of the VendorThe Vendor warrants and represents that :-6.1The digital signatory to the present agreement is having the right and full authority to enter into this Agreement with the BeGolfPro and the agreement so executed is binding in nature.6.2All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Vendor.6.3There are no proceedings pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;6.4That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the BeGolfPro.6.5It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, Goods and Servicetax, Standards of Weights & Measures legislation, Excise and Import duties, etc. It further declares and confirm that it has paid and shall continue to discharge all its obligations towards statutory authorities.6.6That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the BeGolfPro and perform the obligations containedherein and that it has not violated/ infringed any intellectual property rights of any third party.6.7It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the BeGolfPro upon demand.6.8Accept 7 days refund policy. Any purchased item(s) can be returned by the customer within 7 days since the purchased item(s) is delivered to the shipping address. 7.Rights of BeGolfPro:7.1Vendor agrees and acknowledges that the BeGolfPro, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online storeby the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of https://begolfpro.shop.benova.com.my.In such an event, the BeGolfPro reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.7.2Appropriate disclaimers and terms of use on https://begolfpro.shop.benova.com.my shall be placed by the BeGolfPro.7.3At any time if the BeGolfPro believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of https://begolfpro.shop.benova.com.my,the BeGolfPro shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case maybe, forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.8.Indemnity8.1The Vendor indemnifies and shall hold indemnified the BeGolfPro, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwisehowsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim inrelation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicablelaws, regulations including but not limited to Intellectual Property Rights, Goods and Service tax, Standards of Weights & Measures legislation, Excise and Import duties, etc. For the purpose of this clause reference to the BeGolfPro shallalso include the Mobile Operators and such other agencies through whom the BeGolfPro shall make the Online Store available to the Customers.8.2This article shall survive the termination or expiration of this Agreement. 9.Limitation of Liability9.1The BeGolfPro on the basis of representation by the Vendor is marketing the products of the Vendor on https://begolfpro.shop.benova.com.my to enable Vendorto offer the its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the vendor that the BeGolfPro shall under no circumstances be liable or responsible for anyloss, injury or damage to the Vendor, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violatingany laws/ regulations/ intellectual property rights of any third party. The Vendor agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through online shoppingportal (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the BeGolfPro harmless and indemnified against all such claims and damages. Further the BeGolfProshall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.9.2The BeGolfPro under no circumstances will be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arisingfrom the subject matter of this Agreement, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unlesssuch loss or damages is proven by the Vendor to have been deliberately caused by the BeGolfPro. 10.Termination and effects of Termination10.1This Agreement may be terminated by the BeGolfPro forthwith in the event.

10.1.1Vendor fails to make payment of the sum demanded after it has been served a 48 hours written notice;

10.1.2Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the BeGolfPro.

10.1.3If a Petition for insolvency is filed against the Vendor.

10.1.4If the Vendor is in infringement of the third party rights including intellectual property rights.

10.2This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.10.3Effect of Termination:-

10.3.1In the event of termination/expiry of this Agreement, the BeGolfPro shall remove the Links and shall discontinue display of the Products on online shopping portal with immediate effect.

10.3.2BeGolfPro shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.

10.3.3During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

 11.Jurisdiction, governing law and ex-parte Orders11.1This agreement is subject to exclusive jurisdiction of competent Courts of law at Malaysia only.11.2The laws of Malaysia, as are in force, shall be applicable to present agreement.11.3BeGolfPro is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harmto reputation/goodwill of the BeGolfPro by the Vendor, its representatives, associates or assigns.12.Notices12.1All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each case to the addressesas set out at the beginning of this Agreement. 13.Intellectual Property Rights13.1The Vendor expressly authorises the BeGolfPro to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licenced by it for the purpose of reproduction on the website andat such other places as the BeGolfPro may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos andthat nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of anynature whatsoever to any of the other Party’s trademarks and / or logos. 14.Entire Agreement14.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Partieswith respect to its subject matter.15.Assignment15.1Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, writtenconsent of the BeGolfPro signed by an authorized representative of such Party. The BeGolfPro is at liberty to refuse such consent. 16.Confidentiality16.1The contents of the agreement and any information passed on by the BeGolfPro to the Vendor is highly confidential in nature and the Vendor agrees and undertakes to maintain the confidentiality of the informationand user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor or its agents, servants, representatives or any person acting through or claiming through the Vendorfor any purpose other than for the performance of its obligations under this Agreement. The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which maybe difficult to ascertain. Accordingly, Vendor agrees that the BeGolfPro shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The BeGolfProshall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 17.Relationship of Parties17.1Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. BeGolfPro shall not be responsible for the acts or omissionsof the Vendor and Vendor shall not represent the BeGolfPro, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the BeGolfPro. 18.Waiver and Amendment18.1No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writingand signed by an authorised representative of the waiving Party.18.2Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties. 19.Force Majeure19.1Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any eventwhich is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.