Penfurnex Online Marketplace Agreement (Seller)

Welcome to the Penfurnex Online Marketplace. Please read these Terms of Agreement

for (Seller) (including all Schedules and Annexes) (“Terms”) carefully. These Terms
govern your use and access of the Platform (defined below) as a seller and is agreed
between you (“Seller”, “you”, "your") and the Penfurnex online marketplace entity
applicable to you (individually, together, and collectively referred to in this Terms as
“Penfurnex”, “we”, “us”) based on the country in which you register and/or elect to use a
Service on the date you click the “I Accept” button or any other similar button to complete
your online sign-up process to become a seller on the Platform (“Effective Date”).
BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND
BY THESE TERMS, AND ALL POLICIES OF THE PLATFORM AVAILABLE AT
[ https://www.penfurnex.com.my ]ARE INCORPORATED BY REFERENCE.

Overview
1. Penfurnex Services to You (Clause 2 of the Terms)
Penfurnex (or its designated providers) offers you general services consisting of:
 the listing of your products;
 customer services (for a limited time);
 order processing;
 logistics coordination,
and other additional services that you may request and that we may offer you.
2. Products You Can Sell (Clause 8 of the Terms)
You can sell products that are legally permitted to be sold and that comply with our
Policies. Since you are selling the products directly to Penfurnex buyers, you are
responsible for all matters related to the products that you sell on Penfurnex including
but not limited to ensuring that the product content, product quality and origin, and
financial invoice comply with applicable laws and tax obligations. After shipping your
products, you are responsible for returns and product warranties.
3. Fulfilment (Clause 5 of the Terms)
There are two types of fulfilment models – Delivered by Seller and PenfurnexCoordinated Delivery. All the orders must be ready to ship.
4. Payment (Clauses 2 and 3 of the Terms)
Penfurnex (or its designated providers providing payment processing services) will
periodically remit to you the Sales Proceeds after deducting Fees due and payable to
Penfurnex for offering the Services to you.
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5. Privacy Policy
You acknowledge that you have read and agree to the applicable Privacy Policy and
consent to our collection, use, retention and disclosure of your Personal Data for the
purposes as set out in the Privacy Policy.
6. How to End Our Relationship? (Clause 12 of the Terms)
You may end your seller relationship with Penfurnex at any time and without penalty
by providing us 30 days’ written notice of your intention to discontinue the use of our
services.
7. Dispute Resolution (Clause 13 of the Terms)
These Terms are governed by the laws of the jurisdiction of the Penfurnex platform
on which you are selling. Where we are in disagreement regarding any matter, the
parties will first try to resolve it amicably. If this fails, either party may refer the matter
to arbitration.
1. Acceptance
A. Acceptance. Any person who wants to access the Platform and use the Services to
sell Products must accept these Terms and the Policies. You shall provide a copy of
any documents requested by Penfurnex upon entering into the Terms by uploading
the same to Seller Center. Penfurnex may verify these documents and other submitted
information prior to effecting Payments.
B. Variations. Penfurnex may change any of these Terms, and any fees, procedures
and Policies governing the Services and the Platform at any time. These changes will
take effect immediately after publication on the Platform. You are responsible for
reviewing notices and Policies, and your continued use of the Services, the Platform,
and/or Seller Center following the changes taking effect will constitute your
acceptance of such changes. If you do not agree to any such changes, you must stop
using the relevant Services, the Platform, and Seller Center (except to the extent
required in the Terms), and contact Partner Support Center on Seller Center to
deactivate your Seller Account upon which these Terms will be terminated. For the
avoidance of doubt, newer versions of the Terms supersede older versions, unless
otherwise agreed by Penfurnex.
2. Service & Fees
A. Platform. Penfurnex provides a platform for Sellers to offer Products for sale to
Buyers, and for Sellers to complete transactions with Buyers. Except as set out in the
Terms, and to the extent permitted by applicable law, Penfurnex is not involved in the
actual transaction between Seller and Buyers nor is Penfurnex obliged to verify the
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accuracy, completeness and legality of the Seller Content published on the Platform.
As vendor of the Products, it is your responsibility to ensure the sale is legal,
accurately describe the Products, and the Products are packaged, shipped, warranted
and fulfilled in respect of all sale and after sale obligations required by law or by trade.
You use the Services, the Platform and Seller Center at your own risk.
B. Services. The Services provided by Penfurnex (or its designated providers) under
these Terms are classified as:
a) General Services ("General Services") consisting of:
I. providing supporting services enabling your listing and publishing of Seller
Content regarding the Products you offer for sale on the Platform

II. providing the Platform for you to offer Products for sale

III. limited Buyer care services, including coordinating and answering Buyer inquiries and processing returns

IV. Order processing

V. logistics coordination and related services if the fulfilment model is Penfurnex Coordinated Delivery 

VI. collection, reconciliation and execution of all Sales Proceeds; and 

VII. other services ancillary to the Services.The General Services include Penfurnex providing information to you in relation to

each Order as necessary under these Terms. You agree that Penfurnex may
provide you with electronic copies of documents such as tax invoices, receipts,
credit notes, debit notes, or any other documents for compliance with applicable
laws; and
b) Additional Services ("Additional Services") We may, under terms and conditions
agreed to in the Policies, and/or in a separate agreement, offer you the option to
purchase goods and services provided by us and/or third parties, such as Sales
Traffic Activities. We may at any time prescribe and amend the terms of Additional
Services in accordance with Clause 1B of these Terms.
C. Fee: In consideration of the provision of Services, Penfurnex shall be entitled to
charge and invoice you the Fee.
D. Settlement. Unless otherwise agreed in writing, settlement of invoices for the Fee
shall be effected by setting off against funds in your Seller Account with Penfurnex.
3. Sales Proceeds – Payment
A. Payment. You authorize Penfurnex (or its designated providers) to (a) collect the
Sales Proceeds and in general any sums due or owing under these Terms and hold
the same; (b) calculate and process customer payments, refunds, and adjustments;
(c) remit the Net Proceeds; and (d) pay to Penfurnex, to Penfurnex Affiliates, and to
third parties (including Buyers) any amounts you owe to them in relation to your use
or transactions on the Platform. You acknowledge and agree that payments may be
collected from Buyer through authorized service providers (such as logistics providers
or offline payment channel operators) on behalf of Penfurnex.
B. Treatment of Sales Proceeds. You agree that Buyers satisfy their obligations to you
as regards the Buyer Contract when Penfurnex (or its designated providers) receives
the Sales Proceeds. The obligation of Penfurnex (or its designated providers) to remit
funds received by us on your behalf is limited to the Net Proceeds (which is the Sales
Proceeds minus any sums owed by you to Penfurnex, Penfurnex Affiliates or third
parties in relation to your use or transactions on the Platform, and subject to any
chargeback, reversal, refund, withholding for anticipated claims and/or deduction in
accordance with these Terms and the Policies. The Payment will represent an
unsecured claim against Penfurnex. For the avoidance of doubt, you will not receive
interest or any other earnings on Sales Proceeds or Net Proceeds.
C. No responsibility. Penfurnex (or its designated providers) will have no responsibility
with respect to the legality of transactions occurring between Sellers and Buyers
relating to the Orders made through the Platform.
D. Remedies and No Waiver. Penfurnex may (or may request its designated providers
to) delay, suspend or cancel any Payment if Penfurnex reasonably concludes that
your actions and/or performance in connection with these Terms or the Buyer Contract
are likely to result, or have resulted, in a breach of any provision of these Terms or the
Policies and/or any failure to perform any due obligation under these Terms, any
disputes, chargebacks or other third party claims (including Buyer claims), or if there
are any sums owed by you to Penfurnex, Penfurnex may withhold Payment for the
longer of: (a) 90 days; (b) the completion of any investigation regarding your actions
or performance; or (c) the resolution of any dispute. Where a Payment is cancelled,
such Payment shall be forfeited to Penfurnex and you give up all claim and right to
such monies. Any Payment made by Penfurnex to you will not in any way be
considered as a waiver of Penfurnex's rights under these Terms.
E. Late Payment Interest. Without prejudice to any other rights and remedies which
Penfunex has against you, if any sums payable by you to Penfurnex under the
provisions of these Terms shall become due and be unpaid, you shall pay to
Penfurnex the Late Payment Interest, calculated on daily basis from the payment due
date until such money is actually received by Penfurnex.
F. Withholding Tax. To the extent required by applicable laws, Penfurnex may (or may
request its designated providers to) withhold any and all taxes, duties, fees and other
charges in connection with any Order, Payment or otherwise under these Terms or
the Buyer Contract. If Penfurnex is required under applicable laws to deduct or
withhold any sum as taxes imposed on any amount due or payable to you, Penfurnex
will make such deduction or withholding as required and the amount payable to you
will be reduced accordingly. Penfurnex will provide you with a document proving that
amounts deducted refer to withholding taxes applicable to you. If Penfurnex is held
liable for any taxes or tax compliance costs in connection with the Sales Proceeds
and/or the Payments, you shall indemnify Penfurnex for such tax liability or tax
compliance costs irrespective of when such tax liability is assessed.
4. Access to Services and Tools
A. Access to Seller Account. You are responsible for supplying and authorizing access
to your Seller Account to your authorized personnel, and for ensuring that any person
filling in or signing any document, operating the Seller Account, or handling the
Products, on your behalf (other than a Penfurnex employee, contractor or agent
specifically mandated by Penfurnex) has full power and authority to do so on your
behalf. All actions taken by any person accessing or using the Seller Account,
Services or Tools on your behalf shall be deemed duly authorized unless you have
given Penfurnex advance written notice of such person’s lack of authority.
B. Accuracy of Seller Account Information. You are responsible for ensuring that all
information (including email and bank account details) provided or made available by
you or your authorized personnel on Seller Account is accurate and complete at all
times. You shall bear all consequences ensuing from any incorrect information
provided and Penfurnex shall have no responsibility to verify any information, take any
steps to rectify the situation, or remit any Payment to you.
5. Fulfilment of Orders
A. Fulfilment Models. Orders for physical products are fulfilled under the following
Fulfilment Models ("Logistics Services"):
a) Delivery by Seller: Where you are responsible for the delivery of Products to Buyers
using postal services, your own logistics services or a 3rd Party Logistic provider (3PL);
b) Penfurnex-coordinated Delivery: Where you are responsible for delivering the
Products to Penfurnex’s designated location or appointed 3PL (which may be further
regulated under a Logistic Services Agreement (for direct billing purposes) between
you and a Penfurnex Affiliate), for Penfurnex to coordinate delivery to Buyers (which
for the avoidance of doubt, shall not include any domestic postal services).
B. Delivery by Seller
a) Approval by Penfurnex. You may use “Delivery by Seller” as a fulfilment model
only if approved by Penfurnex.
b) Cash on Delivery (COD). Unless Penfurnex approves your usage of cash on
delivery as a payment model, you shall not collect any payment from Buyer.
c) Seller’s Responsibilities.
I. You will prepare and ship Products under the Buyer Contract to the address
specified in the relevant Order within the lead times set out by you for each
Product as part of the offer on the platform. If you fail to comply with the
stipulated deadline, Penfurnex may modify the deadline and/or cancel the
Order.

II. You shall update the status of delivery on Seller Center within the deadline specified in the Policies. 

III. You shall stop or cancel any Orders if directed by Penfurnex. If Buyer has already been charged for such Orders, Penfurnex will execute refunds (andany adjustments) and credit the applicable Buyer account. You will reimburse
us for all amounts credited costs associated with the refund.
You will ensure that Penfurnex is at all times supplied with updated Order shipment tracking information.

v. You shall be responsible for, and bear all risk and liability for the sourcing, sale,
packaging, labelling, product quality, and product warranties (if applicable) for
all Products delivered using the Delivery by Seller model, and you shall be
responsible for all claims in relation to such Products.

You shall not require Buyer to provide any other document (except to confirm receipt of delivery) during the delivery process.

v. being a party to any transaction which is not for the bona fide sale and purchased) Title and Risk. Title and risk of loss for Products will remain with you at all times,
and Penfurnex will have no liability whatsoever related to the Products including
their shipping, storage, delivery delays, damage or loss through Delivery by Seller.
e) Special Category of Goods. Seller shall not cause any Goods or Products, that
is required to be fulfilled on a Delivery- by- Seller model to be delivered under the
Penfurnex Coordinated Delivery model.
C. Penfurnex-coordinated Delivery (PCD)
The PCD Terms set out in Annex 2 shall apply and form part of the terms.
6. Returns, Failed Deliveries and Inadequate Product
A. Returns and Failed Deliveries. Matters pertaining to return of purchases or failed
deliveries shall be handled in accordance with our Return & Refund Policies. In the
event that Penfurnex is required to provide additional services to collect, deliver,
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process or store any returned or failed delivery parcels for you, such additional fees
or expenses may be charged to you and be set off against funds in your Seller Account.
B. Refund of Commission. Penfurnex will refund you the Commission related to any
Failed Delivery or Order returned for Buyer convenience in accordance with any
relevant Policies on the Penfurnex Platform
C. Costs of Failed Delivery/Inadequate Product.
a) In case of Failed Delivery, Penfurnex may require you to bear costs associated
with the Failed Delivery where the underlying reason for Failed Delivery is Seller’s
fault.
b) In case of an Inadequate Product, you will promptly notify Penfurnex of any
Inadequate Product (or the threat of a public or private recall) and cooperate and
assist Penfurnex with returns, including by initiating the procedures for returning
Products to you. You will bear all costs associated with the return and refund or
replacement, including the Payment Fee, and unless the shipping has been
arranged by you, the Shipping Cost for the shipment of the Product to the Buyer,
from the Buyer to Penfurnex and from Penfurnex back to you.
D. No Obligation to Return Products. Subject to the Policies, Penfurnex is not obliged
to return any Products to you if such return would not be reasonably practicable
(including if the value of Products is disproportionately low relative to the cost of
returning Products).
E. Inability to Return Products. If (a) Penfurnex is unable to return the Products to you
despite taking reasonable efforts in accordance with the Policies (for example, if you
refuse to pick-up the Returned Products; or if your delivery address is incorrect) or (b)
Penfurnex reasonably determines that it is not reasonably practicable to return the
Product to you pursuant to Paragraph D above, Penfurnex may examine, release,
dispose of or sell the Products in any manner it sees fit, without any liability or payment
obligations to you. You agree that title to all Products will be passed to Penfurnex prior
to any examination, release, disposal, or sale of the Products by Penfurnex.
F. Sales Proceeds. In case of Failed Delivery: (a) where received by Penfurnex, Sales
Proceeds will be refunded to the Buyer; and (b) where received by you, the Net
Proceeds will be refunded to Penfurnex.
G. No Responsibility. Penfurnex will not be responsible for any risk or be liable for any
claims, demands, liabilities, expenses, losses, cost or damage in connection with any
Failed Delivery and Returned Products (including due to a threatened recall) and will
claim all costs incurred in that respect from you.
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7. Penfurnex Rights
A. Penfurnex’s Rights. If the Products or your behavior on the Platform do not comply
with these Terms, the Policies, applicable laws or for any reasonable cause,
Penfurnex may at any time (a) delay or suspend listing of, or to refuse to list, or to delist any or all Products; (b) cancel or suspend any promotion, pricing or traffic benefits;
(c) reset your store name; (d) withhold (or request its designated providers to withhold)
amounts in your Seller Account, and such amounts may be applied towards refunds
to entitled Buyer, reimbursement of rebate or discount extended by Penfurnex to you,
and any costs, fees, penalties or fines imposed by any competent authorities; (e) allow
a Buyer to cancel an Order because the Platform or the Products are unavailable
following the commencement of a transaction; and/or (f) require you to pay an
Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any
competent authorities.
B. Deactivation of Seller Account. Penfurnex may deactivate your Seller Account with
immediate effect and withhold all outstanding payables to you if (a) you breach any
obligations under these Terms, the Policies or applicable laws relating to Intellectual
Property Rights; (b) you sell counterfeit products or products prohibited from use,
distribution or sale under applicable laws; (c) breach any applicable laws; (d) you
accumulate the maximum number of non-compliant points as set out in the Policies
(set out in Annex 3 of this document); and/or (e) you use the Platform, the Services
and Seller Center in a fraudulent manner.
C. Compliance Purposes. For the purposes of prevention of fraud, compliance with
applicable laws or these Terms, or other commercially reasonable reasons, Penfurnex
may impose order value or transaction limits on your Seller Account and/or your
Product listings; and/or open and inspect any Product and any storage, facility and/or
warehouse in which the Products are stored.
D. >span class="fontstyle2">Penfurnex may work with and/or use the services of
its designated providers or other third party service providers in connection with the
Services.
E. Variation of Order. Penfurnex may reject any particular form of Order or payment for
the Goods, and not honor or accept any discounts, coupons, gift certificates, or other
offers or incentives made available by you to Buyer.
F. Treatment of Orders. Penfurnex may withhold for investigation, refuse to process,
restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will
stop and/or cancel orders of Products if so asked by Penfurnex (unless you have
transferred the Products to the applicable carrier or shipper, you will use commercially
reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where
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you have already received the Net Proceeds, you will refund any Buyer that has been
charged for an Order that Penfurnex has stopped or cancelled.
G. Risk of Credit Card Fraud. Between Penfurnex and you, you will not be required to
bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or
unauthorized use of a Buyer’s credit card information) occurring in connection with the
Order, except with respect to: (a) Orders that you do not fulfil in accordance with the
Order information, or (b) any fraud directly or indirectly linked with you. You will bear
all other risk of fraud or loss, including any losses suffered by Penfurnex, its Affiliates,
and/or its partners, for any breach of your warranties and undertakings per Clause 8
of these Terms. You will promptly inform Penfurnex of any changes to the nature or
specifications of the Products or any pattern or behavior of fraudulent or other
improper activity with respect to any of the Products that may result in a suspicion or
higher incidence of fraud or other impropriety associated with transactions involving
the Products.
H. Sales Traffic Activities. Penfurnex may subject the Products or you to Sales Traffic
Activities, use mechanisms that rate, or allow Buyers to rate or review the Products
and/or your performance as a seller and Penfurnex may make these ratings and
reviews publicly available.
8. Seller Representations, Warranties and Undertakings
A. General Undertakings: By using the Services and Tools provided by us or a
Penfurnex Affiliate, you undertake, represent and warrant that:
a) you shall (i) comply with all applicable laws and regulations, including all antibribery, anti-corruption and tax laws relating to your activities; (ii) be responsible
for and pay all taxes and other charges arising out of or associated with these
Terms or the Buyer Contract; and (iii) obtain all necessary rights, licenses, permits,
or approvals required for the offer, advertising, and sale of the Products on or
through the Platform;
b) you shall comply with these Terms, the Policies and any additional terms, including
any end user license agreement;
c) you shall include all information and supporting documents required by applicable
law including issue a valid invoice to the Buyer, and ensure that any information
provided under these Terms is accurate, current, complete and is not misleading;
d) you shall fulfil all Orders for Products at their stated quantity and price to Buyers
and be responsible for any error in the Listing Price;
e) you shall not infringe any Intellectual Property Rights;
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f) you shall not post, display or disclose any materials which infringe the Policies;
g) you shall not use or allow anyone to use the Platform, the Services and Seller
Center in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade
libelous, or otherwise unsuitable manner including:

participate in any activities related to so-called pyramid or Ponzi schemes, or
any other illegal, immoral or antisocial activities;

of Products (for example, where the primary or associated purpose is for (A)
the encashment of vouchers, codes, and/or rebates; (B) gamification for the
purpose of accumulation of any rebates, loyalty points, and/or credit and/or
cycle-selling operations etc.; and (C) any other act that constitutes cheating
(including reselling, re-purchase of your own Products which is subsidized by
Penfurnex, and re-directing sales);
h) you shall not access content and information that concerns any party other than
you, transmit unsolicited communications, interfere with the proper working of the
Platform or Seller Center, transmit any viruses, Trojan horses, or other harmful
code, or attempt to bypass any mechanism used to detect or prevent such
activities;
i) you shall not intentionally expose Penfurnex and/or Penfurnex Affiliates, and our
respective officers, employees, directors, contractors, partners, agents,
subcontractors, representatives etc., to undue risk or otherwise engage in activities
that Penfurnex determines to be harmful to Penfurnex and Penfurnex Affiliates’
operations, reputation, or goodwill; and
j) ensure that the Listing Price for any Products offered to Buyers is at least as
favorable as the price offered by you outside the Platform on other online channels
for the same product in like or lesser quantities.
B. Undertakings in relation to Products: You undertake, represent and warrant that:
a) the Products are of merchantable quality, fit for their purpose, free from defects,
and conform to their listed specifications;
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b) the Products and their offer for sale are not prohibited and comply with applicable
laws (including all minimum age, marking and labelling requirements, product
warranties, specifications and performance criteria) and conform with the Policies;
c) you will include all legally required documentation in relation to the Products
(including warranty card, warranty information and invoice) and update the same
when legally required, and shall provide Penfurnex and/or Buyer any such
document upon request;
d) you have full unencumbered title in the Products and in any materials incorporated
in the Products and all the Products are supplied free of all liens, charges or other
security interests;
e) the Products are not (i) Prohibited and Controlled Products; (ii) Inadequate Product;
(iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;
f) you shall provide Penfurnex with any documentation and information supporting
your right to sell the applicable Products, including the right, license and/or permit
to sell such Products, any documentation giving you the right to distribute the
Products, and if needed, the notarized copy, invoice or other proof thereof at your
cost;
g) in case of sale of refurbished Products, imported Products, white label Products,
or non-OEM Products, you must comply and strictly follow Penfurnex’s specific
content requirements and the specific guidelines defined for such Products on the
content production manuals; and
h) you shall comply with standard operating procedures, import procedures, weight
restrictions, size restrictions and other shipping and packaging requirements under
the Policies and/or applicable law.
C. Undertakings in relation to Seller Contents: You acknowledge, undertake,
represent and warrant that:
a) you are the owner or have lawful rights with respect to the use of Intellectual
Property Rights concerning the Products and the Seller Contents and you are not
aware of any claims made by any third party with regard to any alleged or actual
Intellectual Property Right infringement or other claim, demand or action resulting
from the Seller Content, advertising, publishing, promotion, manufacture, sale,
distribution or use of the Products;
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b) the Seller Contents are not prohibited and comply with applicable laws (including
all minimum age, marking and labelling requirements, product warranties,
specifications and performance criteria, etc.) and conform with the Policies;
c) you will not use any intellectual property belonging to us and/or Penfurnex Affiliates
without Penfurnex’s prior approval in writing (including participating in actions such
as reverse engineering, reverse compiling or otherwise deriving the underlying
source code or structure or sequence of any Penfurnex solution or technologies,
deleting or altering author attributes or copyright notices, and/or fail to obtain all
required permissions when using the Platform to receive, upload, display,
distribute, or execute programs or perform other works protected by intellectualproperty laws);
d) you will provide Seller Content that is accurate, up to date and in accordance with
the Policies (including proper categorization in accordance with the Policies,
availability status, stock level and Listing Price of the Products). The Seller Content
must include all text, disclaimers, warnings, notices, labels or other indications
required by law to be displayed in connection with the offer, merchandising,
advertising or sale of the Products and may not contain any sexually explicit,
defamatory or obscene materials, or any of yours or a third-party’s marketing
material;
e) Seller Content must be provided in English and/or to the extent required by
applicable law, in the language of the countries in which the Products are listed for
sale through the Platform. Penfurnex may arrange for the translation of the Seller
Content into local language of the country in which Products are listed for sale
through the Platform but Penfurnex is not required to verify the accuracy of the
translation process and shall not be liable for any errors or omissions arising from
translation;
f) you will not provide any uniform resource locator marks (“URL Marks”) for use on
the Platform, or request that any URL Marks be used on the Platform, unless you
have the right to publish the Seller Content and have the right and license to sell
such Products under applicable laws;
g) you grant Penfurnex and Penfurnex Affiliates a royalty-free, non-exclusive, and
worldwide right and license to use, reproduce, display, modify, and re-format any
and all of the Seller Content provided by the Seller strictly in accordance with the
Seller’s instructions and/or requirements, for the purpose of operation of the
Platform or performance of the services under this Agreement;
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h) Penfurnex may determine the use and placement of Seller Contents, and the
structure, appearance, design, functionality and all other aspects of the Platform,
the Services, and if any, the Sales Traffic Activities;
i) Penfurnex may use mechanisms that rate, or allow Buyers to rate or review, your
Products and/or your performance as a seller and we may make these ratings and
reviews publicly available. Penfurnex shall not be responsible for the reviews and
ratings generated by the mechanisms or Buyers, in respect of any Products and/or
your performance;
j) these Terms confer on you no rights of ownership or title, license, or other
Intellectual Property Rights in any tangible or intangible property, including
software (e.g. the Platform, Seller Center and any application programming
interface or other software) and data (e.g. sales data, performance data, Buyer
data, Seller Center data and Seller Center name) used, obtained or created under
these Terms. If such rights were nevertheless to have accrued to it for any reason
whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of)
the full and exclusive ownership of all such rights to Penfurnex or any other party
designated by Penfurnex, free of charge, or for a nominal fee; and
k) nothing herein contained will be deemed to limit or restrict our or any third party’s
rights to assert claims for violation of any Intellectual Property Rights against you.
D. Additional Representations and Warranties: Use of the Services, the Platform, and
Seller Center is limited to parties that can enter into and form contracts under
applicable law. You represent and warrant that:
a) (in the case of an individual) (i) you are not a minor and have full power, capacity
and authority to enter into and perform your obligations under the Terms; and (ii)
any information provided or made available by you is at all times accurate and
complete;
b) (in the case of a company) (i) you are, and will remain at all times, a business duly
organized, registered, validly existing and in good standing under the laws of the
country in which the business is registered; (ii) you have full power, capacity and
authority to enter into and perform your obligations under the Terms; and (iii) any
information provided or made available by you or your Affiliates is at all times
accurate and complete;
c) you and any person or entity that has a financial interest in your business, or any
person or entity acting on your behalf: (i) have no affiliation with any Penfurnex
employee which may result in a potential or actual conflict of interest; (ii) have not
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been barred or otherwise prevented from selling on Penfurnex; or (iii) have not
been involved in any lawsuit or claim that has a bearing on the Terms.
E. Continuing Obligations. You undertake and warrant that all your representations,
warranties and undertakings in the Terms will be fulfilled and will remain true and
correct at all times. In the event any of them become unfulfilled, untrue or incorrect,
you will promptly inform Penfurnex of the same and rectify the situation to Penfurnex’s
satisfaction (without prejudice to any other rights or remedies of Penfurnex).
9. Confidential Information
A. Restriction on Disclosure. The recipient of any Confidential Information will not
disclose that Confidential Information, except to Affiliates, employees, and/or agents
who need to know it and who have agreed in writing to keep it confidential. The
recipient will ensure that those people and entities use Confidential Information only
to exercise rights and fulfil obligations under the Terms and keep the Confidential
Information confidential. The recipient may also disclose Confidential Information
when required by law after giving the discloser reasonable notice and the opportunity
to seek confidential treatment, a protective order or similar remedies or relief prior to
disclosure.
B. Survival of Obligations. The rights and obligations of the parties under this Clause
shall survive the termination of the Terms.
10. Personal Data and Buyer Information
A. Use and Processing of Personal Data. You undertake, represent and warrant that
you will use and process Personal Data (in particular, the Personal Data of Buyers):
a) only for the purpose of the execution of these Terms or Buyer Contract and not
disclose it to third parties;
b) in accordance with the requirements under the applicable personal data
protection laws and the Policies;
c) in a manner that ensures Penfurnex remains in compliance with the requirement
under the applicable personal data protection laws; and
d) you will not sell, assign, license, publish, lease or otherwise commercially exploit
any such information or utilize such information in any manner for your own
benefit or carry out any data mining, data compilation or data extraction for the
purposes of statistical or trade analysis or otherwise.
You further warrant that you have implemented sufficient security measures to ensure
that the Personal Data is securely kept and maintained as required by the applicable
personal data protection laws and you agree to be subject to the necessary audits
undertaken by Penfurnex to ensure compliance of the above warranties and to
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immediately inform Penfurnex of any Personal Data incident and/ or security breaches
upon becoming aware of the same.
B. Rights to Information. Penfurnex will own all information regarding Buyers, Orders
and the supply of the Services, including payments, Fees, disbursements, refunds,
cancellation penalties, adjustments, etc. and Penfurnex will not be liable to pay any
royalties or fees to you in connection with the use of any such information.
11. Liability – Limitations & Indemnification
A. No liability for inaccuracies or errors. The Platform, Seller Center, the Services and
the Additional Services are provided on an "as is" basis. Any information and any
materials provided by or through the Platform, Seller Center, the Services and the
Additional Services may contain errors and Penfurnex and Penfurnex Affiliates
expressly exclude liability for any such errors to the fullest extent permitted by
applicable laws. Any link found on the Platform Seller Center or the Tools is provided
for your convenience and for further information. It does not signify that Penfurnex
endorses the contents thereof and Penfurnex has no responsibility for the content of
external links.
B. No liability for unavailability. You acknowledge that the availability of the Services,
Platform, Seller Center is subject to:
a) availability of resources, including resources under the control of Penfurnex and
availability of a suitable network infrastructure;
b) geographic and technical capability of communication networks and other delivery
systems;
c) provisioning time that may be required by Penfurnex to provide the Services and/or
the Additional Services; and
d) you meeting the technical requirements for accessing Seller Center from time to
time.
C. No warranties. Except as expressly provided for in the Terms, Penfurnex makes no
other representations or warranties of any kind, express or implied, including: (a)
implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement; (b) that the Platform, Seller Center, the Services or the Additional
Services will meet your requirements, will always be available, accessible,
uninterrupted, timely, secure, or operate without error; (c) that the information, content,
materials, or products included on the Platform or Seller Center will be as represented
by Penfurnex or that Penfurnex or the Buyers will perform as promised; (d) any implied
warranty arising from course of dealing or usage of trade; and (e) any obligation,
liability, right, claim, or remedy in tort, unless arising from acts of fraud, gross
negligence or willful misconduct by Penfurnex.
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D. Correction of documents or content. Any typographical clerical or other error or
omission in any acceptance, invoice, Seller Content or other document on the part of
Penfurnex shall be subject to correction without any liability for Penfurnex.
E. Indemnity. You will defend, indemnify and hold Penfurnex and Penfurnex Affiliates,
and our respective officers, employees, directors, contractors, partners, agents,
subcontractors and representatives, harmless from, and at Penfurnex's option defend
Penfurnex against, any and all Claims arising out of, or related to:
a) any actual or alleged breach of your undertakings, representations, warranties, or
obligations set forth in the Terms or the Buyer Contract;
b) any incorrect, misleading, or erroneous information provided to Penfurnex or any
third party in connection with the Services or Additional Services;
c) any non-compliance by you with any applicable laws or the Policies, including any
losses in respect of shipment of Prohibited and Controlled Products incurred by
Penfurnex or its sub-contractors;
d) any tax compliance costs or tax liability incurred by Penfurnex or Penfirnex
Affiliates in connection with your activities, arising out of your non-compliance with
the applicable tax laws or us or Penfurnex Affiliates being deemed as your tax
agent; or
e) your own website or other sales channels, the Products, any Seller Contents, the
advertisement, offer, sale or return of the Products, any actual or alleged
infringement of any Intellectual Property Rights by the Products or the Seller
Contents, or seller taxes (duties, fees and other charges, etc.) or the collection,
payment or failure to collect or pay seller taxes. If at any time Penfurnex reasonably
determines that any indemnified claim might adversely affect Penfurnex,
Penfurnex may take control of the defences at your expense. You may not consent
to the entry of any judgment or enter into any settlement of a claim against
Penfurnex without the prior consent by Penfurnex in writing, which consent may
not be unreasonably withheld.
F. Penfurnex’s liability. Penfurnex will not be held liable for any damages of any kind,
including direct, indirect, incidental, punitive, and consequential, arising out of or in
connection with the Terms, the Buyer Contract, the Platform, Seller Center, the
Services, the Products (including inability to use the Services or the Tools), or from
messages received or transactions entered into on the Platform, provided that
Penfurnex will compensate you for any direct damages resulting exclusively, or
primarily from Penfurnex's fraud, gross negligence or willful misconduct.
G. Limitation of liability. If Penfurnex is nevertheless found liable, to the fullest extent
permitted by applicable laws, and not withstanding any other provision of these Terms,
the aggregate liability of Penfurnex and Penfurnex's Affiliates and our respective
officers, employees, directors, contractors, partners, agents, subcontractors and
representatives, and any of them, to you and anyone claiming by or through you, for
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all Claims resulting from or in any way related to the Terms shall not exceed Ringgit
Malaysia five thousand (RM5,000.00) (or such equivalent amount in local currencies
of the Territory). It is intended that this limitation apply to any and all liability or cause
of action however alleged or arising, unless otherwise prohibited by applicable laws.
H. Limitation period. To the extent permitted by applicable laws, any claim by you under
the Terms must be notified to Penfurnex within 60 days from the date the cause of
action arose. For the avoidance of doubt, Penfurnex will not be liable for any claim
you make after said deadline. Any such claim shall comply with prevailing Policies.
This however, is not applicable to any claims that are relevant to Payment above
and/or lost/damaged parcels in respect of Penfurnex-Coordinated Delivery
12.Termination
A. Penfurnex’s Termination Right. Penfurnex may unilaterally and immediately
terminate these Terms and restrict your use of the Services upon the occurrence of
any of the following:
a) you being in breach of any provision of the Terms and failing to remedy the same
within 14 days from being so notified;
b) you being in breach of any applicable laws or the Policies;
c) (in the case of an individual) you being adjudicated a bankrupt or have any similar
action taken against you in any jurisdiction, or (in the case of a company) you
passing a winding up resolution or a court of competent jurisdiction making an
order for the same;
d) the issuance of a judicial management or administrative order in relation to you, or
the appointment of a receiver over, or an encumbrance taking possession of, or
the sale of, your assets;
e) you making an arrangement or composition with your creditors generally or
applying to a court of competent jurisdiction for protection from its creditors; or
f) you ceasing or threatening to cease to carry on business.
B. Seller’s Termination Right. Provided Penfurnex has not corrected these within 30
days from your written notice to Penfurnex of the occurrence of any of the following,
you have the right to immediately terminate these Terms: (a) Penfurnex (or its
designated providers) delaying payment for more than thirty (30) days without reason;
(b) Penfurnex delaying returns for more than sixty (60) days without valid reason; (c)
the making of a judicial management or administration order in relation to Penfurnex
or the appointment of a receiver over Penfurnex’s assets; (d) the making of an
arrangement or composition by Penfurnex with its creditors generally or applying to a
court of competent jurisdiction for protection from its creditors; or (e) Penfurnex
ceasing or threatening to cease to carry on business.
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C. Termination with Notice. Either Party may unilaterally terminate these Terms without
cause by providing Thirty (30) days’ prior written notice to the other Party.
D. Consequences of Termination. Upon termination of these Terms, you will notify
Penfurnex of all concluded Buyer Contracts which have yet to be performed.
Notwithstanding any termination for any reason, you remain responsible for the
fulfilment of any pending Order and Penfurnex (or its designated providers) will fulfil
any pending Payment obligations. Penfurnex shall have the discretion whether to
complete or cancel any pending Services, and you shall pay any fees in connection
with Services that are completed.
E. Surviving Provisions. Any provision of the Terms that, by its nature, is meant to
survive the term or termination, shall survive such term or termination.
13. Miscellaneous
A. Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms
will prevail over any other agreement, terms or conditions regarding the subject matter,
pre-contractual negotiations, and to the exclusion of all other terms proposed by either
Party (including any terms or conditions which you purport to apply under any
purchase order, confirmation order, specification, invoice or other document) and no
terms or conditions endorsed upon, delivered with or contained in any other document
or with the Products, will form part of the Terms. The Terms will apply to the
relationship between the parties in addition to any specific terms agreed to herein or
specifically agreed by the Parties from time to time. In the event of any conflict or
inconsistency between these Terms and the Policies, the provisions of these Terms
shall prevail.
B. Interpretation. The singular includes the plural and vice versa, as the context may
require. Headings are inserted for convenience only and will be ignored when
construing these Terms. The term “including” or “include” shall mean “including,
without limitation”, unless the context otherwise requires. A statutory provision shall
include that provision and any regulations made in pursuance thereof as from time to
time modified or re-enacted, whether before or after the date of the Terms, and shall
include also any past statutory provision or regulation (as from time to time modified
or re- enacted) which such provision or regulation has directly or indirectly replaced.
C. Communications. Unless otherwise provided in these Terms or agreed to between
the parties, all notices, requests, demands and other communications hereunder must
be in writing and will be deemed to have been fully given and received when sent with
recognized overnight delivery service, registered mail or email one (1) Working Day
after being deposited for next-day delivery with a recognized overnight delivery service
or emailed, or three (3) Working Days after being mailed by registered mail, charges
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and postage prepaid, to the recipient’s address set forth in these Terms or any other
address that the recipient may specify by notice to the other Party. If requested by
Penfurnex, you shall provide to Penfurnex contact details of a designated contact
person, whom Penfurnex may contact regarding any of your responsibilities arising
from the Terms.
D. Assignment. You cannot assign, transfer or subcontract all or part of your rights
and/or obligations deriving from the Terms, without the prior written consent of
Penfurnex. Penfurnex may assign, transfer or subcontract all or part of its rights and/or
obligations deriving from the Terms.
E. Independent Contractors. You and Penfurnex are independent contractors, and
nothing in the Terms will create any partnership, joint venture, agency, franchise, sales
representative relationship or exclusivity between the parties. The Terms will not
cause the establishment of any relationship of employment between the parties or
with any person who provides services to either. You have no authority to make or
accept any offers or representations on behalf of Penfurnex.
F. No Third Party Rights. These Terms and all of the representations, warranties,
covenants, conditions, and provisions hereof are for the sole and exclusive benefit of
Penfurnex, Penfurnex Affiliates and you. Other than as regards the rights of Buyers
against you, nothing in the Terms will be construed as giving any third party any rights
whatsoever.
G. Illegality. Notwithstanding any other provision in the Terms to the contrary, nothing
contained herein will oblige Penfurnex or you to engage in any action or omission to
act which would be prohibited by or penalized under applicable laws. The illegality,
invalidity or unenforceability of any provision of the Terms under the law of any
jurisdiction shall not affect its legality, validity or enforceability under the law of any
other jurisdiction nor the legality, validity or enforceability of any other provision. The
actual or future invalidity or ineffectiveness of any provision in the Terms will not affect
the validity or effectiveness of the whole document.
H. Severability. If any provision in these Terms shall be held to be void but would be
valid if deleted in part or reduced in application, such provision shall apply with such
deletion or modification as may be necessary to make it valid and enforceable.
I. No Waiver. The failure of a Party to exercise its rights in case of breach of contract
by the other Party will not be considered as a waiver of its rights under the Terms or
under applicable laws.
J. Force Majeure. No Party will be liable to the other or be deemed to be in breach of
the Terms by reason of any delay or failure to perform any of its obligations due to an
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event of Force Majeure. Upon the occurrence of any event of Force Majeure,
Penfurnex may, at its option, fully or partially suspend delivery/performance of its
obligations hereunder while such event or circumstance continues. If any of the events
of Force Majeure will continue for a period exceeding one (1) month, Penfurnex may
notify you that it will terminate the Agreement with immediate effect.
K. Variation. No variation of these Terms will be valid unless (a) expressly agreed to in
writing and signed by authorized representative of Penfurnex; or (b) notified to you as
provided in accordance with these Terms.
L. Stamp Duty. All stamp duty and registration fees (if any) in respect of these Terms
will be fully borne and paid by you.
M. Governing Law. This Agreement is governed by and shall be construed in
accordance with the laws of Malaysia.
N. Dispute Resolution. Any dispute, controversy, difference or claim arising out of or
relating to this Agreement, including the existence, validity, interpretation,
performance, breach or termination thereof or any dispute regarding non-contractual
obligations arising out of or relating to it, shall be referred to and finally resolved by
arbitration administered by the Asian International Arbitration Centre (“AIAC”) under
the AIAC Arbitration Rules. The seat of arbitration shall be Penang. The arbitration
proceedings shall be conducted in English. Notwithstanding the foregoing, if either
party believes that it may suffer irreparable harm prior to the resolution of any conflict
by following the arbitration procedures, such party may apply to a court of competent
jurisdiction for a restraining order or other equitable relief in order to prevent or
alleviate such harm pending the arbitration.
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Annex 1 DEFINITIONS
Definitions
a) 3PL: third party logistics provider.
b) Additional Service: is defined in Clause 2(B)(b).
c) Administrative Fee/Default Fee: the fee specified in Seller Center and chargeable
to you for non-compliance with these Terms, the Policies, applicable laws or for any
reasonable cause.
d) Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any
affiliate or subsidiary thereof.
e) Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these
Terms.
f) Buyer: a third-party, who purchases Product on the Platform.
g) Buyer Contract: each Order by Buyer and accepted by Seller, which is governed by
the Terms of Sale on Penfurnex.
h) Cancellation Penalty: the charge applicable for a Cancelled Order. The
Cancellation Penalty amount is as indicated in Seller Center.
i) Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your
lack of compliance with any provision of these Terms.
j) Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims,
litigation, demands, defences, judgements, suits, proceedings, costs, disbursements
or expenses of any kind or of any nature whatsoever (including third party claims,
reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of
litigation).
k) Commission: the percentage (as applicable at the time the Order is placed) of the
Listing Price, as specified in Seller Center.
l) Confidential Information: any information proprietary to a party to these Terms or
an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether
marked as confidential or not, that should be considered confidential information
under the circumstances. It does not include information that the recipient already
knew, that becomes public through no fault of the recipient, that was independently
developed by the recipient, or that was lawfully obtained and provided to the
recipient by a third party.
m) Consumption Tax: Any prevailing consumption tax, including but not limited to any
Goods and Services Tax, Value Added Tax, Sales Tax and Service Tax, or its
equivalent and as from time to time modified.
n) Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example
due to: (i) the delivery address (either physical or email) provided by the Buyer or by
Penfurnex being incorrect; (ii) where acceptance of delivery of the Product is
required, the Buyer being unable to accept the Product; (iii) where the Product is a
physical product, the Buyer refusing to accept the delivery of the Product in
accordance with the Policies; or (iv) where the Buyer remains uncontactable after
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various attempts (the number of delivery attempts shall be determined by the
relevant carrier).
o) Fee: the service fee payable by you to Penfurnex in consideration for the provision
of Services, which shall be calculated in accordance with Schedule A.
p) Force Majeure: any event or cause beyond a Party’s reasonable control including
but not limited to: (i) an act of God, explosion, flood, tempest, fire or accident; (ii) war
or threat of war, sabotage, insurrection, civil disturbance or requisition, act of
terrorism or civil unrest; (iii) Acts, restrictions, regulations, bye-laws, prohibitions or
measures of any kind on the part of any governmental, parliamentary or local
authority; (iv) import or export regulations or embargoes; (v) interruption of traffic,
strikes, lock-outs or other industrial actions or trade disputes (whether involving
employees of Penfurnex or Penfurnex Affiliates, or of a third party); and (vi) health
epidemics declared by the World Health Organization.
q) Fulfilled Buyer Contract: an Order the status of which is showing as "Delivered" in
Seller Center, or is otherwise deemed by Penfurnex as having been executed by
you, including instalments thereof.
r) Fulfilment Model: the model of Order fulfilment of physical Products and Product
agreed to by the parties and as supplemented by the Logistics Services Agreement
(if applicable).
s) General Services: is defined in Clause 2(B)(a).
t) Inadequate Product: any wrong, faulty, defective, damaged (excluding any Product
damaged due to mishandling by Penfurnex, Penfurnex Affiliates, a Penfurnex
contractor, or the Buyer), legally non-compliant Product, or a Product that has been
publicly or privately recalled, in accordance with the law or the Policies.
u) Intellectual Property Rights: all patents and copyright, moral rights, trade marks,
design rights, rights in or relating to databases, and/or confidential information, rights
in relation to domain names, and any other intellectual property rights (registered or
unregistered) throughout the world.
v) Late Payment Interest: Penfurnex reserves the right to charge a Late Payment
Interest of eight per cent (8%) per annum, calculated on daily basis from the date on
which such money falls due for payment to the date such money is actually received
by Penfurnex (as well as after judgment).
w) PCD: Penfurnex-coordinated Delivery (see explanation under Clause 5A and Annex
2).
x) Listing Price: the price, including instalments, at which a Good is offered for sale to
Buyers by Seller as indicated on the Platform at the time the Order is placed. For the
avoidance of doubt, the Listing Price includes any tax applicable under applicable
laws, and excludes any coupons or other discounts provided by Penfurnex to the
Buyer.
y) Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms,
or any other agreement entered into by the parties and subject to any chargeback,
reversal, refund, withholding for anticipated claims and/or deduction, in accordance
with these Terms or any other agreement entered into by the parties.
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z) Order: the request placed by a Buyer on the Platform for the purchase of a particular
Good.
aa) Payment: payment of Net Proceeds made or to be made by Payment to you.
bb)Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds,
for payment processing services.
cc) Personal Data: any personal information as defined by the applicable personal data
protection laws and regulations, pertaining, but not limited, to Penfurnex, Penfurnex
Affiliates, or our respective officers, employees, directors, contractors, partners,
agents, subcontractors and representatives, and Buyers.
dd)Platform: the Penfurnex platform on the following website: www.penfurnex.com.my,
or any other internet domain, Mobile Application property of Penfurnex, where Seller
may list Products for sale under these Terms, and where Buyer(s) may buy such
Products.
ee)Policies: the rules, guidelines, terms and conditions, etc. applicable to Sellers and
Buyers for the use of the Services, Platform, Seller Center, Tools and other Penfurnex
properties, as they may appear on the Platform or Seller Center or be communicated
from time to time by Penfurnex, including the Privacy Policy as mentioned in
paragraph 5 of the Overview.
ff) Product: one (1), or several (if sold together under one Listing Price) good(s) or
service(s) (as the case may be) offered for sale by Seller to Buyers pursuant to the
Terms.
gg) Prohibited and Controlled Products: the Products which are listed as prohibited
and controlled products in the Policies, including but not limited to Products which are
illegal to be listed or sold under applicable laws and regulations.
hh)Returned Product: the return of a physical Product by a Buyer in accordance with
these Terms and/or the Policies, including Inadequate Products. You will retain, or
take back from the Buyer as the case may be, ownership, title and risk of all Returned
Products.
ii) Sales Proceeds: the gross proceeds received from Buyers by Penfurnex (or its
designated providers) on your behalf.
jj) Sales Traffic Activities: Additional Services consisting in: (i) Shop in Shop, which
entails a set of specific design features on the Platform that enhance the visual
representation of certain of your Products by means of a dedicated landing page; (ii)
Search Engine Optimization, which entails the bidding on relevant keywords related
to the Products and/or you on electronic search engines; (iii) Social Media Sales
Traffic Activities, which entails the promotion of the Products and/or you on the
Platform or social media platforms; (iv) Banner services which entail the bidding on
banners related to the Products or the Seller on electronic search engines; (v) Affiliate
services, which entail advertising the Products or the Seller on a network of affiliates
that work with Penfurnex; and/or (vi) other sales promotion services agreed to by the
parties. For the avoidance of doubt, each of the Sales Traffic Activities are offered
according to separate sets of T&Cs, which shall form part of the Policies.
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kk) Schedule: any schedule to these Terms at the time of acceptance of these Terms
and such other schedules that may be incorporated by publication or notification in
writing by Penfurnex from time to time. The Schedule(s) form(s) an integral part of
these Terms.
ll) Seller Account: an account which you have created with Penfurnex for access to the
Platform and Tools, and by which the Sales Proceeds may be received.
mm) Seller Center: any tool offered by Penfurnex to Seller, for the operation of Seller’s
operations on the Platform.
nn) Seller Content: product information, text, images, and any other relevant and/or
legally required information relating to the Products, including third party and your
trademarks and other Intellectual Property Rights related materials.
oo) Services: the services provided by Penfurnex under these Terms, being the General
Services and if applicable, the Additional Services.
pp) Shipping Cost: the fee charged by Penfurnex to Seller for Penfurnex-coordinated
Delivery, as determined by Penfurnex.
qq)Tools: any tools provided by Penfurnex to you in connection with your access to and
use of the Services.
rr) Working Day: a day other than Saturday, Sunday, or a national or state public holiday
in the Territory of your working premises.
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Annex 2- PENFURNEX COORDINATED DELIVERY
Penfurnex-Coordinated Delivery
These Penfurnex-coordinated delivery terms shall apply and shall form part of the
Penfurnex Online Marketplace Agreement (Seller), if the method of fulfilment of Orders is
Penfurnex-coordinated Delivery.
General terms for Penfurnex-coordinated Delivery
a) Logistics Services. Penfurnex (through Penfurnex Affiliate or third party(ies)
assigned by Penfurnex) will provide delivery services to the Seller under Penfurnexcoordinated Delivery, in accordance with the Policies. You shall fulfil the order through
and cooperate fully with the logistics service provider assigned by Penfurnex to carry
out the delivery services. Penfurnex shall not be obliged to assist you to update the
status of delivery on Seller Center, nor shall Penfurnex be liable to you for any losses
you suffer, in the event you do not fulfil the order using the delivery partner assigned
by Penfirnex.
b) Performance of Logistics Services. Penfurnex may use any method or route to
perform Penfurnex-coordinated Delivery, including to sub-contract all or part of
Penfurnex-coordinated Delivery to any sub-contractor which Penfurnex deems
appropriate.
c) Costs. Unless otherwise provided in the Terms, you shall be responsible for all costs
incurred for shipping the Products. Any costs assessed against or incurred by
Penfurnex in relation to shipping will be debited to you. If applicable and unless
otherwise specified, you shall also be responsible for payment of all customs duties,
and taxes and any other charges related to the shipping and custom clearance of
Products.
d) Import/Export. Penfurnex shall, under no circumstances, be listed as the importer,
exporter, consignor or consignee in any export or import documentation. If Penfurnex
is listed as the importer, exporter, consignor or consignee in any export or import
documentation, Penfurnex shall have the right to refuse to accept the Product and/or
cancel the Order covered by such documents and any costs assessed against or
incurred by us will be deducted from amounts payable to you, or by other method at
our election. If Penfurnex decides to support you with the completion of the import
procedures of the carrier, Penfurnex may deduct from amounts payable to you, or by
other method at our election, any applicable costs or fees or penalties.
e) Restricted Destinations. Penfurnex may restrict the destinations to which you may
ship Products. Penfurnex has no obligation to provide logistics services to collect or
deliver Products to or from any PO Box, overseas address, addresses without proper
postal codes, or any non-delivery locations set out in the Policies.
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f) Estimated Shipping Costs. Estimated shipping costs, if any, provided prior to
shipment are not binding and you agree that you shall be liable for: (i) the actual
shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them
to be lower than the estimate submitted to you.
g) Title and Risk. Title of Products will remain with you until they have been transferred
to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the
Terms. Except as expressly provided by these Terms, at no point in time will title to
Products pass to Penfurnex or its sub-contractors (if any). Penfurnex or its subcontractors shall not be or deemed to be the merchant on record of the Products. Risk
of loss or damage of Products will remain with Penfurnex from the time the Products
are picked up (as supported by records) until such time the Products are delivered to
the Buyer, returned to you, or otherwise handled in accordance with the Terms or the
Policies.
h) Rejection/Re-package/Return of Products. Penfurnex (or Penfurnex’s 3PL) may
reject or re-package (at your expense) any Products for the provision of Penfurnexcoordinated Delivery, and return such Products.
i) Prohibited and Controlled Products. If your Products fall into any of the prohibited
and controlled categories listed in the Policies, Penfurnex may reject such Products
for Penfurnex-Coordinated Delivery, or provide such services to you subject to
additional handling charges payable by you. Any loss or damage to any prohibited of
controlled products shall be borne solely by Seller.
j) Fee Deduction. Fees payable by you for Penfurnex-coordinated Delivery completed
by each reconciliation cut-off date shall be deducted from the Sales Proceeds in your
Seller Account. In the event the Sales Proceeds are repeatedly insufficient to pay the
service fees payable to Penfurnex, Penfurnex may issue you an invoice for delivery,
and you shall pay such invoiced amounts to Penfurnex within ten (7) Working Days
from the date of the invoice.
k) Lien. Penfurnex shall, subject to any applicable law, have a lien on any Products in
Penfurnex’s possession for any Fees due and owing from you.
l) Limitation of Liability. The total liability of Penfurnex to you if there is any loss or
damage to Products which are the subject of Penfurnex-coordinated Delivery and
where Penfurnex is responsible for the risk shall be limited to the replacement value
of such Products, calculated in accordance with the Addendum, Provided that, if the
loss or damage is caused by your instructions, you failing to comply with these Terms
or the Policies, related to the decay of perishable Products, or otherwise directly or
indirectly caused by you or your agents or contractors, Penfurnex shall not be liable
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for any such loss or damage. Any compensation payable to you under this Clause
shall be the exclusive remedy available to you for any Claim arising out of Penfurnexcoordinated Delivery services.
m) Carrier Information. You shall not use the carrier account information of Penfurnex,
including, without limitation, carrier account number and shipping rates, for any
purpose other than for the fulfilment of an Order, nor disclose such information to any
third party, and you shall protect such information as Confidential Information.
Specific Terms for Penfurnex-coordinated Delivery
a) You will prepare and ship the Order to Penfurnex’s designated location (including any
applicable drop-off boxes offered by Penfurnex or to Penfurnex’s appointed 3PL) or
for Penfurnex’s pick-up from mutually agreed pick up points (if offered to you),
according to the lead times specified to you, provided that, where you fail to comply
with the deadline, Penfurnex may modify the deadline and/or to cancel the Order.
b) You shall stop or cancel any Orders if directed by Penfurnex. If Buyer has already
been charged for such Orders, Penfurnex will execute refunds (and any
adjustments) and credit the applicable Buyer account. You will reimburse us for all
amounts credited and costs associated with the refund.
c) Upon receiving Products that are the subject of an Order, Penfurnex will deliver the
Products to the delivery address and designated recipient, in accordance with the
Policies.
d) You shall be responsible for, and bear all risk and liability for the sourcing, sale,
packaging, labelling, product quality, and product warranties (if applicable) for all
Products delivered using Penfurnex-coordinated Delivery, and you shall be
responsible for all such claims in relation to such Products.
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Annex 3 PENFURNEX NON- COMPLIANCE POINTS
Non- Compliance Points
Outline of Non- Compliance Points
a) Non- Compliance Points System. This is a point based system where Sellers’
compliance to Penfurnex’s policy are measured. The main objective is to eliminate or
minimize to an extent, behavioral misconduct and to make Penfurnex a fair and
regulated platform for all.
b) Result of Non- Compliance Points Accumulation. With the accumulation of noncompliance points, due to non- complaint actions committed by the Seller, and also
depending on the severity of the violation, Penfurnex make take measures such as
locking of listed products, account restrictions or terminations; and withholding,
forfeiture of proceeds to the Seller.
c) Non-Compliant Actions. A Seller who breaches any existing Penfurnex policy is
considered to have committed a non- compliant action. Depending on the type of
policy breach, non- compliance points and/ or account related actions will be applied
to the Seller.
Consequences of Non- Compliance (Penalty Milestones)
a) Accumulation of non- compliance points will potentially move a Seller to the penalty
milestone which results in account restrictions and even termination.
b) The penalty millstones and subsequent actions that can be taken against the Seller
are as follows:

Products are not editable. Seller may delete the product listing and update stock
level. All products are not visible in Seller’s store and not searchable.

At all penalty milestones, the Seller will not be able to upload new products.
c) Without prejudice, Penfurnex tracks non- compliant actions on a periodic basis.
Penfurnex will also track or investigate particular Sellers for non- compliant actions in
the event that a report or complaint has been filed by Buyers, Users of the platform,
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Penfurnex Employees, or Penfurnex Affiliates; on in the event that Penfurnex has
reason to believe that an act of non- compliant has been committed.
d) A Seller will only receive up to 16 non- compliance points within 7 calendar days,
except for Sellers who are issued with 48 non- compliance points.
e) In the event that 48 non- compliance points or more have been accumulated by the
Seller, the Seller’s account will be terminated, and such a decision will be final, with
further correspondence on the matter not entertained.
f) Depending on the severity of a non- compliant action, Penfurnex may decide to
deactivate a Seller’s account immediately and subsequently terminate the said
account, even if the Seller had not accumulated the maximum number of noncompliance points.
g) Penfurnex will reset a Seller’s non- compliance points every 365 days, beginning from
the date the non- compliance points was issued. A Seller’s account which have been
terminated will not be reactivated after 365 days.
Notification of Non- Compliance and Appeals
a) An email will be sent to the Seller as notification of their non- compliance action and
consequences.
b) If the Seller has received a notification that a policy had been violated, and would like
to file an appeal request, the seller may do so by email.
c) The period where Sellers are allowed to appeal on their policy violation is 60 days
from the date when the notification of non- compliance was emailed.
d) A Seller will no longer be able to appeal on a violation past the appeal validity period.
e) Non- compliance points will remain with a Seller for 365 days before it refreshes.
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Non- Compliance Points Chart
a) The Seller’s non- compliance action and corresponding consequences, including noncompliance points that may be attributed are as follows:

b) Penfurnex reserves the right to take appropriate legal action against any Seller, who,
in our sole discretion, violates the law or the platforms Terms and Conditions or
Policies, including without limitation, reporting such user to law enforcement
authorities;
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Schedule A: KEY COMMERCIAL (FEES)
1. Payments
A. Unless otherwise agreed in writing, Payments will be made by Penfurnex to you in
accordance with the Policies. The Order status on Seller Center may be subject to
delays on weekends, public holidays, caused by third parties, or factors outside of
Penfurnex’s reasonable control.
B. Fee: The Fee payable shall be calculated based on:
a) the Commission calculated on the Listing Price;
b) the Payment Fee; and,
c) if applicable, any Shipping Cost, Penfurnex Coordinated Delivery Related
Charges, Cancellation Penalty, Administrative Fee/Default Fee, Additional Services
Fee and/or such other fees as set out in the Policies.
2. Commission and Payment Fee
A. Commission rates are as indicated herein. Penfurnex may provisionally reduce
Commission rates for certain Goods from time to time. The Payment Fee shall be
three percent (3%) for PFTIA members/ 5% non PFTIA members (exclusive of any
taxes such as Consumption Tax which shall also be borne by Seller).
B. Penfurnex may provisionally update the Payment Fee from time to time.
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Schedule B: ADDENDUM
This Addendum sets out additional terms and conditions governing your use and access
of the Platform. For the avoidance of doubt, this Schedule forms part of the Terms and
has the same force and effect as if expressly set out in the body of the Terms. In the
event of any conflict or inconsistency between this Addendum and other terms and
conditions in the Terms, the provisions of this Addendum shall prevail.
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